-----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, UrJUwx8omdBejNJiWL8TRjyTA8LaM4ue13ydC5ROowAy57YGHV8XXscg7gFDpXKS phAqX5qIApGft77TzCiF5w== 0001047469-10-010247.txt : 20101208 0001047469-10-010247.hdr.sgml : 20101208 20101208170046 ACCESSION NUMBER: 0001047469-10-010247 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101208 DATE AS OF CHANGE: 20101208 EFFECTIVENESS DATE: 20101208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWK CORP CENTRAL INDEX KEY: 0000849240 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 341608156 STATE OF INCORPORATION: DE FISCAL YEAR END: 0819 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-47220 FILM NUMBER: 101240373 BUSINESS ADDRESS: STREET 1: 200 PUBLIC SQ. STREET 2: STE 1500 CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2168613553 MAIL ADDRESS: STREET 1: 200 PUBLIC SQUARE STREET 2: STE 1500 CITY: CLEVELAND STATE: OH ZIP: 44114-2301 FORMER COMPANY: FORMER CONFORMED NAME: HAWK GROUP OF COMPANIES INC DATE OF NAME CHANGE: 19950417 S-8 POS 1 a2201286zs-8pos.htm S-8 POS
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Registration No. 333-47220

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



Post-Effective Amendment No. 1
to
Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



Hawk Corporation
(Exact name of Registrant as specified in its charter)



Delaware
(State or other jurisdiction
of incorporation or organization)
  34-1608156
(I.R.S. Employer
Identification Number)



200 Public Square, Suite 1500
Cleveland, Ohio 44114
(216) 861-3553
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

Hawk Corporation
Amended and Restated 2000 Long Term Incentive Plan
(Full title of the plan)

Michael L. Roberson
Secretary
Hawk Corporation
200 Public Square, Suite 1500
Cleveland, Ohio 44114
(216) 861-3553
(Name, address, including zip code, and telephone number, including area code, of agent for service)
  With copies to:
Robert A. Rosenbaum
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
(612) 340-2600

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o



DEREGISTRATION OF SECURITIES

        This Post-Effective Amendment No. 1 (this "Post-Effective Amendment"), filed by Hawk Corporation, a Delaware corporation (the "Company"), removes from registration all securities registered under the following registration statements that remain unsold (i) the Registration Statement on Form S-8 (Registration Number 333-47220) filed by the Company on October 3, 2000 with the U.S. Securities and Exchange Commission, pertaining to the registration of 700,000 shares of Class A common stock, par value $0.01 per share, of the Company ("Common Stock") offered under the Hawk Corporation 2000 Long Term Incentive Plan (the "Plan") and (ii) the Registration Statement on Form S-8 (Registration Number 333-152845) filed by the Company on August 7, 2008 with the U.S. Securities and Exchange Commission, pertaining to the registration of an additional 615,000 shares of Common Stock offered under the Plan, as amended and restated (collectively, the "Registration Statements").

        On October 14, 2010, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Carlisle Companies Incorporated, a Delaware corporation ("Parent"), and HC Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Parent, providing for, among other things, the merger of Purchaser with and into the Company (the "Merger"), with the Company continuing as the surviving corporation, wholly owned by Parent. The Merger became effective at 7:22 p.m. on December 1, 2010 (the "Effective Time"), pursuant to a Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware.

        At the Effective Time, each share of Common Stock of the Company issued and outstanding immediately prior to the Merger was cancelled and (other than shares held in the treasury of the Company or owned by Parent or its subsidiaries or shares with respect to which appraisal rights were properly exercised under Delaware law) converted into the right to receive $50.00 per share in cash, without interest and less any required withholding taxes.

        As a result of the Merger, the Company has terminated the Plan and all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment and terminates the effectiveness of the Registration Statements.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Syracuse, State of New York, on this 8th day of December, 2010.


 

 

Hawk Corporation

 

 

By:

 

/s/ MICHAEL L. ROBERSON

Michael L. Roberson
Secretary

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.


 

 

 

 

 
/s/ CHRISTOPHER KOCH

Christopher Koch
  President
(principal executive officer)
  December 8, 2010

/s/ THOMAS GILBRIDE

Thomas Gilbride

 

Vice President, Finance and Treasurer
(principal accounting and financial officer)

 

December 8, 2010

/s/ MICHAEL L. ROBERSON

Michael L. Roberson

 

Secretary and Director

 

December 8, 2010

/s/ STEVEN J. FORD

Steven J. Ford

 

Director

 

December 8, 2010

/s/ DAVID A. ROBERTS

David A. Roberts

 

Director

 

December 8, 2010

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DEREGISTRATION OF SECURITIES
SIGNATURES
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