8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Repor Pursuant to Section 13 or 15(d) of
the Securities Act of 1934

Date of Report:  May 30, 2008
(Date of earliest event reported)

Hawk Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-13797
(Commission File Number) 34-1608156
(I.R.S. Employer Identification Number)

200 Public Square, Suite 1500, Cleveland, Ohio 44114
(Address of principal executive offices including zip code)

(216) 861-3553
(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

In connection with the sale of its wholly-owned subsidiary Tex Racing Enterprises, Inc. (“Tex Racing”), Hawk Corporation (“Hawk”) and certain of its subsidiaries modified Hawk’s existing credit facility by entering into Amendment No. 4 and Consent to Credit and Security Agreement and Omnibus Amendment to Certain Other Loan Documents with KeyBank National Association (“KeyBank”), dated as of May 30, 2008 (the “Amendment and Consent”). Pursuant to the Amendment and Consent, KeyBank consented to the sale of Tex Racing and the release of liens on the stock or assets of Tex Racing.

In addition, all references to Tex Racing were deleted from Hawk’s credit facility and all existing pledge agreements, landlord waivers and limited license agreements between Tex Racing and KeyBank were terminated.

The description of the Amendment and Consent set forth above is not complete and is qualified in its entirety by reference to the full and complete terms of the Amendment and Consent, which is attached as Exhibit 10.1 to this current report.

Item 8.01. Other Events.

On May 30, 2008, Hawk issued a press release regarding the sale of Tex Racing. The press release is attached to this current report as Exhibit 99.1.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
	10.1	Amendment No. 4 and Consent to Credit and Security Agreement and Omnibus Amendment to Certain Other Loan Documents, effective as of May 30, 2008 among Hawk Corporation, Friction Products Co., Hawk Motors, Inc., Logan Metal Stampings, Inc., Quarter Master Industries, Inc., S.K. Wellman Corp., S.K. Wellman Holdings, Inc., Tex Racing Enterprises, Inc., Wellman Products Group, Inc. and Wellman Products, LLC and KeyBank National Association, as Administrative Agent and LC Issuer
	99.1	Hawk Corporation Press Release dated May 30, 2008

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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:  June 3, 2008	HAWK CORPORATION
	By:	/s/ Thomas A. Gilbride
		Thomas A. Gilbride
		Vice President — Finance and Treasurer

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EXHIBIT INDEX

Exhibit Number		Description
	10.1	Amendment No. 4 and Consent to Credit and Security Agreement and Omnibus Amendment to Certain Other Loan Documents, effective as of May 30, 2008 among Hawk Corporation, Friction Products Co., Hawk Motors, Inc., Logan Metal Stampings, Inc., Quarter Master Industries, Inc., S.K. Wellman Corp., S.K. Wellman Holdings, Inc., Tex Racing Enterprises, Inc., Wellman Products Group, Inc. and Wellman Products, LLC and KeyBank National Association, as Administrative Agent and LC Issuer
	99.1	Hawk Corporation Press Release dated May 30, 2008

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 4 AND CONSENT
to
CREDIT AND SECURITY AGREEMENT
and
OMNIBUS AMENDMENT TO CERTAIN OTHER LOAN DOCUMENTS

          This AMENDMENT NO. 4 AND CONSENT TO CREDIT AND SECURITY AGREEMENT AND OMNIBUS AMENDMENT TO CERTAIN OTHER LOAN DOCUMENTS, made as of May 30, 2008 (this “Amendment”), among HAWK CORPORATION, a Delaware corporation, FRICTION PRODUCTS CO., an Ohio corporation, HAWK MOTORS, INC., a Delaware corporation, LOGAN METAL STAMPINGS, INC., an Ohio corporation, QUARTER MASTER INDUSTRIES, INC., a Delaware corporation, S.K. WELLMAN CORP., a Delaware corporation, S.K. WELLMAN HOLDINGS, INC., a Delaware corporation, TEX RACING ENTERPRISES, INC., a Delaware corporation, WELLMAN PRODUCTS GROUP, INC., an Ohio corporation, and WELLMAN PRODUCTS, LLC, an Ohio limited liability company, each as a Borrower and collectively as the Borrowers, the LENDERS listed on the signature pages of this Agreement, KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent, and KEYBANK NATIONAL ASSOCIATION, a national banking association, as LC Issuer,

WITNESSETH:

          WHEREAS, the Borrowers have been extended certain financial accommodations pursuant to that certain Credit and Security Agreement, dated as of November 1, 2004, as amended by that certain Amendment No. 1 to Credit and Security Agreement, dated as of August 31, 2006, that certain Amendment No. 2 and Consent to Credit and Security Agreement and Omnibus Amendment to Certain Other Loan Documents, dated as of February 1, 2007, and that certain Amendment No. 3 to Credit and Security Agreement, dated as of October 9, 2007 (as so amended, the “Credit Agreement”), among the Borrowers, certain other entities that were formerly borrowers under the Credit Agreement, the Lenders, the Administrative Agent, and the LC Issuer

          WHEREAS, the Borrower Representative has informed the Administrative Agent that Hawk Corporation desires to sell all of the capital stock of Tex Racing Enterprises, Inc. (the “Sale”);

          WHEREAS, the Borrowers have requested consent to the Sale and all releases and amendments required pursuant to the Sale; and

          WHEREAS, the Lenders which are signatories hereto constitute all of the Lenders for the purposes of amending the Credit Agreement pursuant to Section 19.1 thereof;

          NOW THEREFORE, in consideration of the mutual promises and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Borrowers, the Administrative Agent, the Lenders and the LC Issuer do hereby agree as follows:

Section 1. DEFINED TERMS.

          Each defined term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Credit Agreement.

Section 2 CONSENT.

          2.1 Consents. In accordance with Section 19.1 of the Credit Agreement, the Required Lenders hereby consent to:

     (a) the transactions contemplated in that certain Stock Purchase Agreement dated as of May 30, 2008 (the “Purchase Agreement”), among Hawk Corporation, as Seller (the “Seller”), Leonard C. Long, a resident of the State of Pennsylvania, as Buyer (the “Buyer”), and Long’s Machine & Tool, Inc., a Pennsylvania corporation owned and controlled by the Buyer, as Guarantor (the “Guarantor”), including the sale or other disposition of Tex Racing Enterprises, Inc. (the “Sold Subsidiary”); and

     (b) the release of the Liens of the Administrative Agent for the benefit of the Lenders on (i) the stock or other equity interests of the Sold Subsidiary and (ii) all of the real and personal property and assets of the Sold Subsidiary which is being acquired by the Buyer pursuant to the terms of the Purchase Agreement.

Section 3 AMENDMENTS TO THE CREDIT AGREEMENT:

          3.1 Omnibus Amendment to Credit Agreement and Certain Other Loan Documents. All references to the Sold Subsidiary in the recitals or signature pages of the Credit Agreement shall be deleted and the Sold Subsidiary shall no longer be party to such documents.

          3.2 Amendment to Annex II to the Credit Agreement. Annex II to the Credit Agreement is hereby amended by deleting the existing definition of “Borrowers” and replacing it with the following new definition:

     “Borrowers” means collectively, Hawk Corporation, a Delaware corporation, Friction Products Co., an Ohio corporation, Hawk Motors, Inc., a Delaware corporation, Logan Metal Stampings, Inc., an Ohio corporation, Quarter Master Industries, Inc., a Delaware corporation, S.K. Wellman Corp., a Delaware corporation, S.K. Wellman Holdings, Inc., a Delaware corporation, Wellman Products Group, Inc., an Ohio corporation, and Wellman Products, LLC, an Ohio limited liability company.

          3.3 Amendment to Annex IV to Credit Agreement. Annex IV to the Credit Agreement is hereby amended by deleting the existing Annex IV and replacing it with the Annex IV attached hereto as Exhibit I. In addition, within thirty (30) days of the date of this Amendment, the Company shall deliver to the Administrative Agent, any additional updates to

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such Disclosure Schedules, in form and substance satisfactory to the Administrative Agent, provided, however, that the Borrowers understand that such updates shall not be permitted to include additions to Schedules 11.3(a), 11.3(c), 11.3(d), 11.3(i), or 11.3(l).

Section 4 OMNIBUS AMENDMENTS TO CERTAIN OTHER LOAN DOCUMENTS:

          4.1 Omnibus Amendment to Certain Other Loan Documents. All references to the Sold Subsidiary in the recitals or signature pages of the Notes, the Collateral Assignment of Security Interest Patents and Patent Applications, the Collateral Assignment of Security Interest in Trademarks and Licenses, the Collateral Assignment of Security Interest in Copyrights, the Advertising Permission Letter, the Blocked Account Control Letter, and the Acknowledgement of Blocked Accounts is hereby deleted and the Sold Subsidiary shall no longer be a party to such documents.

          4.2 Amendment to Certain Pledge and Security Agreements. The Pledge and Security Agreement between Hawk Corporation and the Administrative Agent is hereby amended to replace the respective Schedule I attached thereto with the respective Schedule I attached hereto as Exhibit II.

          4.3 Termination of Certain Landlord Waivers. The Landlord Waiver between Tex Racing Enterprises, Inc. and Lone Star Enterprises, Group, Inc., a Delaware corporation, is herby terminated and released.

          4.4 Termination of Certain Limited License Agreements. The Limited License Agreement between Tex Racing Enterprises, Inc. and the Administrative Agent is hereby terminated and released.

          4.5 Amendment to Certain Collateral Assignments of Security Interest in Trademarks and Licenses. The Collateral Assignment of Security Interest in Trademarks and Licenses by and among the Borrowers and the Administrative Agent is hereby amended to replace the respective Exhibit A with the respective Exhibit A attached hereto as Exhibit III.

          4.6 Amendment to Blocked Account Control Agreement. The Blocked Account Control Agreement by and among the Borrowers, the Administrative Agent, and JPMorgan Chase Bank, to the extent not already terminated, is hereby terminated.

          4.7 Amendment to Acknowledgement of Blocked Accounts. The Acknowledgement of Blocked Accounts by and among the Borrowers, the Administrative Agent, and KeyBank National Association, as the Bank is hereby amended to replace the respective Schedule I with Schedule I attached hereto as Exhibit IV.

Section 5 REPRESENTATIONS AND WARRANTIES.

          The Borrower hereby represents and warrants to the Lenders, the Administrative Agent and the LC Issuer as follows:

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          5.1 The Amendment. This Amendment has been duly and validly executed by an authorized executive officer of the Borrowers and constitutes the legal, valid and binding obligation of the Borrowers enforceable against the Borrowers in accordance with its terms. The Credit Agreement, as amended by this Amendment, remains in full force and effect and remains the valid and binding obligation of the Borrowers enforceable against the Borrowers in accordance with its terms. Each Borrower hereby ratifies and confirms the Credit Agreement as amended by this Amendment.

          5.2 Nonwaiver. Except as expressly set forth herein, the execution, the execution, delivery, performance and effectiveness of this Amendment shall not operate nor be deemed to be nor construed as a waiver (i) of any right, power or remedy of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, or (ii) of any term, provision, representation, warranty or covenant contained in the Credit Agreement or any other documentation executed in connection therewith. Further, none of the provisions of this Amendment shall constitute, be deemed to be or construed as, a waiver of any Potential Default or Event of Default under the Credit Agreement, as amended by this Amendment.

          5.3 Reference to and Effect on the Credit Agreement. Upon the Effectiveness of this Amendment, each reference in the Credit Agreement amended hereby to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the Credit Agreement, as amended by the prior amendments thereto and this Amendment and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by the prior amendments thereto and this Amendment.

Section 6 CONDITIONS PRECEDENT TO EFFECTIVENESS

The effectiveness of this Amendment is subject to the condition precedent that:

     6.1 Amendment No. 4 and Consent to Credit and Security Agreement. The Administrative Agent shall have received an original counterpart of this Amendment No. 4 and Consent to Credit and Security Agreement, executed and delivered by a duly authorized officer of each Borrower, the Lenders and the LC Issuer.

     6.2 Release Agreement. The Administrative Agent shall have received an original counterpart of that certain Release Agreement, dated as of even date herewith, executed and delivered by a duly authorized officer of each Borrower which shall exist after the consummation of Sale and the Sold Subsidiary.

Section 7 CONDITIONS SUBSEQUENT TO EFFECTIVENESS

The effectiveness of this Amendment is subject to the condition subsequent that:

     7.1 Consummation of the Sale. The Administrative Agent shall have received written evidence in the form of a Borrower Certificate stating that the Sale has been consummated pursuant to the terms of the Purchase Agreement and certifying a true and complete copy of the Purchase Agreement. In the event that the Sale is not consummated on or before June 6, 2008, this Amendment shall be of no further force and effect.

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     7.2 Update of Annex IV Disclosure Schedule. The Administrative Agent shall have received, on or before June 30, 2008, an updated Annex IV — Disclosure Schedule to the Credit and Security Agreement in accordance with Section 3.3 of this Amendment, to reflect any changes other than those resulting from the sale of the Sold Subsidiary pursuant to the Purchase Agreement.

     Section 8 MISCELLANEOUS.

          8.1 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Ohio with out giving effect to the conflict of laws rules thereof.

          8.2 Severability. In the event any provision of this Amendment should be invalid, the validity of the other provisions hereof and of the Credit Agreement shall not be affected thereby.

          8.3 Counterparts. This Amendment may be executed in one or more counterparts, each of which, when taken together, shall constitute but one and the same agreement.

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     IN WITNESS WHEREOF, the Borrowers, the Administrative Agent, the Lenders and the LC Issuer have caused this Amendment No. 4 and Consent to Credit and Security Agreement to be duly executed by their respective officers or agents thereunto duly authorized as of the date first written above.

BORROWERS
HAWK CORPORATION
/s/ Joseph J. Levanduski
By:	Joseph J. Levanduski
Its:	Vice President — Chief Financial Officer
FRICTION PRODUCTS CO.
/s/ Joseph J. Levanduski
By:	Joseph J. Levanduski
Its:	Vice President — Chief Financial Officer
HAWK MOTORS, INC.
/s/ Joseph J. Levanduski
By:	Joseph J. Levanduski
Its:	Vice President — Chief Financial Officer
LOGAN METAL STAMPINGS, INC.
/s/ Joseph J. Levanduski
By:	Joseph J. Levanduski
Its:	Vice President — Chief Financial Officer
QUARTER MASTER INDUSTRIES, INC.
/s/ Joseph J. Levanduski
By:	Joseph J. Levanduski
Its:	Vice President — Chief Financial Officer
S.K. WELLMAN CORP.
/s/ Joseph J. Levanduski
By:	Joseph J. Levanduski
Its:	Vice President — Chief Financial Officer

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S.K. WELLMAN HOLDINGS, INC.
/s/ Joseph J. Levanduski
By:	Joseph J. Levanduski
Its:	Vice President — Chief Financial Officer
WELLMAN PRODUCTS GROUP, INC.
/s/ Joseph J. Levanduski
By:	Joseph J. Levanduski
Its:	Vice President — Chief Financial Officer
WELLMAN PRODUCTS, LLC
By:	Wellman Products Group, Inc., its sole member
/s/ Joseph J. Levanduski
By:	Joseph J. Levanduski
Its:	Vice President — Chief Financial Officer

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ADMINISTRATIVE AGENT
KEYBANK NATIONAL ASSOCIATION
as a Administrative Agent
/s/ John P. Dunn
By:	John P. Dunn
Its:	Vice President
LENDERS
KEYBANK NATIONAL ASSOCIATION
as a Lender
/s/ John P. Dunn
By:	John P. Dunn
Its:	Vice President
LC ISSUER
KEYBANK NATIONAL ASSOCIATION
as LC Issuer
/s/ John P. Dunn
By:	John P. Dunn
Its:	Vice President

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EXHIBIT I

ANNEX IV

TO

CREDIT AND SECURITY AGREEMENT

[see attached]

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EXHIBIT II

SCHEDULE I

TO

PLEDGE AND SECURITY AGREEMENT

HAWK CORPORATION

Stock Issuer	Number of Shares	Class of Stock	Certificate No(s).
Quarter Master Industries, Inc.	100	common	1
Wellman Products Group, Inc.	100	common	1

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EXHIBIT III

EXHIBIT A
TO
LIMITED LICENSE AGREEMENT

HAWK CORPORATION TRADEMARKS

Mark	Status
“WELLMAN FRICTION PRODUCTS”	Filed	7/15/96
App. No. 75/137897	Issued	7/28/98
Reg. No. 2,176,037	Sec. 8	7/22/04
“WELLMAN FRICTION PRODUCTS”	Filed	4/9/97
App. No. 75/271649	Issued	10/27/98
Reg. No. 2,199,455	Sec. 8	7/22/04
“HAWK BRAKE”	Filed	9/18/98
App. No. 75/556527	Issued	3/28/00
Reg. No. 2,334,809
HAWK (design)	Filed	10/1/98
App. No. 75/563232	Issued	3/21/00
Reg. No. 2,331,451
“HAWK PERFORMANCE”	Filed	9/18/98
App. No 75/556526	Issued	1/2/01
Reg. No. 2,418,088

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“WELLMAN PRODUCTS GROUP”	Filed	1/18/02
App. No. 76/359881	Issued	7/13/04
Reg. No. 2,863,241

S. K. WELLMAN CORP. TRADEMARKS

“FERAMIC”	Filed	6/6/56
App. No. 72/009757	Issued	2/26/57
Reg. No. 0642082	Renewed	12/9/97
“VELVETOUCH FERAMIC”	Filed	3/12/56
App. No. 72/004410	Issued	10/2/56
Reg. No. 0635202	Renewed	11/4/97
“VELVETOUCH”	Filed	7/14/44
App. No. 71/472265	Issued	1/16/45
Reg. No. 0411420	Renewed	1/16/85
“VELVETOUCH”	Filed	1/2/32
App. No. 71/322663	Issued	9/26/33
Reg. No. 0306579	Renewed	9/7/93
“FIBERTUFF”	Filed	9/28/89
App. No. 73/829193	Issued	10/23/90
Reg. No. 1618791

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“VELVETOUCH ORGANIK”	Filed	6/17/63
App. No. 72/171208	Issued	3/31/64
Reg. No. 0767578	Renewed	3/31/84
“VELVETOUCH METALIK”	Filed	6/6/56
App. No. 72/009757	Issued	2/26/57
Reg. No. 0642082	Renewed	12/9/97

HAWK MOTORS, INC. TRADEMARKS

“HAWK MOTORS’	Filed	2/22/01
App. No. 76/214137	Issued	10/8/02
Reg. No. 2,633,043

QUARTER MASTER INDUSTRIES, INC. TRADEMARKS

“QUARTER MASTER”	Filed	10/01/02
App. No. 76/319704	Issued	12/10/02
Reg. No. 2,658,830
“QUARTER MASTER” (design)	Filed	10/01/02
App. No. 76/319705	Issued	11/19/02
Reg. No. 2,651,689

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EXHIBIT IV

SCHEDULE I

TO

ACKNOWLEDGEMENT OF BLOCKED ACCOUNTS

BLOCKED ACCOUNTS AND LOCKBOXES

Company	Lockbox	Deposit Account
Hawk Corporation	None		XXXXXXXXXXXX
Quarter Master Industries, Inc.	P.O. Box 712310		XXXXXXXXXXXX
	Cincinnati, Ohio 45271
S.K. Wellman Corp.	P.O. Box 74261		XXXXXXXXXXXX
	Cleveland, Ohio 44194

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EX-99.1

Exhibit 99.1

Hawk Completes Sale of
Tex Racing Enterprises, Inc.

CLEVELAND, Ohio — May 30, 2008 — Hawk Corporation (AMEX:HWK) announced today that the Company has completed the sale of Tex Racing Enterprises Inc. to Leonard C. Long, a manufacturer of motorsport components based in Cleona, Pennsylvania and Charlotte, North Carolina. The Company continues to negotiate with potential buyers for the sale of its remaining performance racing operation, Quarter Master Industries, Inc.

The completed sale and the continuing negotiations are the result of Hawk’s announced strategy to divest the performance racing segment in order to concentrate on its friction related businesses. The Company will retain its Hawk Performance^® brake business which manufactures brake and clutch materials for racing and other performance automotive applications and which has always been a component of its friction products segment.

The Company’s financial statements and all other information reflect the performance racing segment as a discontinued operation for financial reporting purposes. Terms of the transaction were not disclosed.

The Company
Hawk Corporation is a leading supplier of friction materials for brakes, clutches and transmissions used in airplanes, trucks, construction and mining equipment, farm equipment, recreational and performance automotive vehicles. Headquartered in Cleveland, Ohio, Hawk has approximately 1,100 employees at 11 manufacturing, research, sales and administrative sites in 7 countries.

Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. These forward-looking statements are based upon management’s expectations and beliefs concerning future events. Forward-looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the Company and which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to: the Company’s ability to sell the remaining portion of its performance racing segment on a timely basis and at terms favorable to the Company. Actual results and events may differ significantly from those projected in the forward-looking statements. Reference is made to Hawk’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2007, its quarterly reports on Form 10-Q, and other periodic filings, for a description of other factors that could cause actual results to differ materially from those in the forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contact Information
Ronald E. Weinberg, Chairman and CEO
(216) 861-3553

Joseph J. Levanduski, CFO
(216) 861-3553

Hawk Corporation is online at: www.hawkcorp.com