- Current report filing (8-K)
08 January 2009 - 9:11AM
Edgar (US Regulatory)
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):
January 1,
2009
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1133
Westchester Avenue, Suite N222, White Plains, New
York
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(914)
461-1300
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(Former
name or former address, if changed since last
report.)
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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 (
see
General
Instruction A.2. below):
¨
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
5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
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On
January 4, 2009, WHX Corporation (the “Company”) implemented 5% salary
reductions to annual salaries over $40,000 for all salaried employees, including
all of the Company’s executive officers, in furtherance of the Company’s ongoing
efforts to lower its operating costs. The Company also suspended its
employer contributions to 401(k) savings plans for all employees not covered by
a collective bargaining agreement. While management believes that the Company
has been performing well, the Company is taking these steps to minimize the
impact of the downturn in the global economy.
Glen
Kassan, the Company’s Chief Executive Officer, has voluntarily deferred his
annual salary (net of the 5% reduction), effective for the fiscal year beginning
January 1, 2009. In addition, effective January 4, 2009, the
Company amended its employment agreements with James F. McCabe, Jr., the
Company’s Senior Vice President and Chief Financial Officer, Peter T. Gelfman,
the Company’s General Counsel and Secretary, and Jeffrey A. Svoboda, the
President and Chief Executive Officer of the Company’s wholly owned
subsidiaries, Handy & Harman and Bairnco Corporation (collectively, the
“Executive Officer Employment Agreements”), to permit the reduction of the
annual salaries payable thereunder by 5% in accordance with the company-wide
salary reductions.
Effective
January 1, 2009, the Company entered into amendments to the Executive Officer
Employment Agreements (the “409 Amendments”) for purpose of bringing the
Executive Officer Employment Agreements into compliance with the applicable
provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and
the regulations and interpretive guidance issued thereunder (“Section
409A”). Section 409A imposes accelerated taxation and additional tax
penalties on employees who participate in a nonqualified deferred compensation
arrangement if the arrangement does not comply with the requirements of Section
409A. The 409 Amendments make certain technical modifications to the
severance payment provisions of the Executive Officer Employment Agreements,
which are intended to comply with Section 409A.
Forward-looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, general economic conditions, the ability of the Company to market
and sell its products, and the effects of competition and pricing. Although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could be inaccurate, and therefore, there
cannot be assurance that any forward-looking statements included in this Current
Report on Form 8-K will prove to be accurate. In light of the significant
uncertainties inherent in any forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by the
Company or any other person that the objectives and plans of the Company will be
achieved.
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 thereunto
duly authorized.
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WHX
CORPORATION
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Dated:
January 7, 2009
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By:
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/s/
James F. McCabe, Jr.
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Name:
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James
F. McCabe, Jr.
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Title:
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Senior
Vice President and
Chief
Financial Officer
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Whx Corp. (MM) (NASDAQ:WXCO)
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