-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PXDoRE0KM28GNl9+CoCiE6wPJb4EMGh2YYqPBIs6ckNQKY7hxscjUM64GwtBi7pN i/28Zf3/jtffxIG2/bMM3w== 0000950152-98-006438.txt : 19980810 0000950152-98-006438.hdr.sgml : 19980810 ACCESSION NUMBER: 0000950152-98-006438 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980807 EFFECTIVENESS DATE: 19980807 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWK CORP CENTRAL INDEX KEY: 0000849240 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 341608156 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-60865 FILM NUMBER: 98679013 BUSINESS ADDRESS: STREET 1: 200 PUBLIC SQ STE 30-5000 STREET 2: STE 29-2500 CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2168613553 MAIL ADDRESS: STREET 1: 200 PUBLIC SQUARE STREET 2: STE 29-2500 CITY: CLEVELAND STATE: OH ZIP: 44114-2301 FORMER COMPANY: FORMER CONFORMED NAME: HAWK GROUP OF COMPANIES INC DATE OF NAME CHANGE: 19950417 S-8 1 HAW CORPORATION 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) 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)
Calculation of Registration Fee
========================================================================================================================== 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) - -------------------------------------------------------------------------------------------------------------------------- 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 ========================================================================================================================== (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. - -------------------------------------------------------------------------------------------------------------------------- ==========================================================================================================================
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 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 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 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 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. HAWK CORPORATION By: /s/ Norman C. Harbert ------------------------------------ Norman C. Harbert, Chairman, CEO and President
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. NAME TITLE DATE /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
II-5 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 EX-5.1 2 EXHIBIT 5.1 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 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. EX-23.1 3 EXHIBIT 23.1 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 -----END PRIVACY-ENHANCED MESSAGE-----