8-K

 

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 (Date of Earliest Event Reported): June 8, 2009

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

Delaware	001-13797	34-1608156
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
200 Public Square, Suite 1500, Cleveland, Ohio		44114
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On June 8, 2009 Hawk Corporation issued a press release announcing that it has met the stock repurchase limit provided for in its senior note indenture. Hawk reserves the right to repurchase additional shares under the approved plan when the bank credit facility and senior note indenture allow. As of June 8, 2009, Hawk has 8,055,648 shares outstanding. A copy of this press release has been posted to Hawk’s website www.hawkcorp.com and a copy is also set forth in Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

99.1 Hawk Corporation Press Release dated June 8, 2009

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.

	Hawk Corporation
June 9, 2009	By:	Thomas A. Gilbride
		Name: Thomas A. Gilbride
		Title: Vice President - Finance and Treasurer

Exhibit Index

Exhibit No.	Description
99	Hawk Corporation Press Release dated June 8, 2009

EX-99

Hawk Corporation Announces Repurchase of $13.2 Million under
Stock Repurchase Program

CLEVELAND, Ohio – June 8, 2009 – Hawk Corporation (NYSE Amex: HWK) announced that it has met the stock repurchase limit provided for in its senior note indenture. The $15.0 million stock repurchase program was originally announced by the Company on November 24, 2008. As of June 8, 2009, the Company has purchased 983,322 shares of stock at an average price per share of $13.42. The shares were repurchased at prices between $9.85 and $17.95 per share. As of June 8, 2009, the Company has 8,055,648 shares outstanding.

The plan which was approved by the Company’s Board of Directors, conditioned share repurchases on the Company’s complying with covenants in its bank credit facility and senior note indenture. Under the formula applicable to stock repurchases in the senior note indenture, the Company was able to repurchase $13.2 million of its common stock through the current period. The Company reserves the right to repurchase additional shares under the approved plan when the bank credit facility and senior note indenture allow.

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.

Forward-Looking Statements
This press release includes forward-looking statements concerning the Company’s intention to repurchase its common stock from time to time under its stock repurchase program. 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.

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, 2008, its quarterly reports on Form 10-Q, and other periodic filings, for a description of the foregoing and 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
Joseph J. Levanduski, CFO
(216) 861-3553
Thomas A. Gilbride, Vice President — Finance
(216) 861-3553

Investor Relations Contact Information
John Baldissera, BPC Financial Marketing
(800) 368-1217

Hawk Corporation is online at: http://www.hawkcorp.com/