Attached files
file | filename |
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EX-99.1 - EX-99.1 - HAWK CORP | l41288exv99w1.htm |
EX-10.4 - EX-10.4 - HAWK CORP | l41288exv10w4.htm |
EX-10.1 - EX-10.1 - HAWK CORP | l41288exv10w1.htm |
EX-99.2 - EX-99.2 - HAWK CORP | l41288exv99w2.htm |
EX-10.2 - EX-10.2 - HAWK CORP | l41288exv10w2.htm |
EX-10.3 - EX-10.3 - HAWK CORP | l41288exv10w3.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
the Securities Act of 1934
Date of Report: December 1, 2010
(Date of earliest event reported)
(Date of earliest event reported)
Hawk Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-13797 | 34-1608156 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
incorporation | Identification Number) |
200 Public Square, Suite 1500, Cleveland, Ohio 44114
(Address of principal executive offices including zip code)
(Address of principal executive offices including zip code)
(216) 861-3553
(Registrants telephone number, including area code)
(Registrants 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))
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Item 2.01 Completion of Acquisition or Disposition of Assets
On December 1, 2010, pursuant to the previously announced Agreement and Plan of Merger, dated
October 14, 2010 (the Merger Agreement), by and among Carlisle Companies Incorporated, a Delaware
corporation (Carlisle), HC Corporation, a Delaware corporation and wholly-owned subsidiary of
Carlisle (the Purchaser), and Hawk Corporation, a Delaware corporation (Hawk or the Company),
Carlisle completed its acquisition of all of the issued and outstanding shares of Hawks Class A
common stock, par value $0.01 per share, (the Hawk Common Stock), including the associated Rights
(as defined in the Merger Agreement) (each a Share and, collectively, the Shares), at a per
Share price of $50.00 in cash, without interest thereon and less any required withholding taxes
(the Offer Price), upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated November 1, 2010 and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the Offer), and described in the
Schedule TO filed by the Purchaser and Carlisle with the Securities and Exchange Commission (the
SEC) on November 1, 2010, as amended. Carlisles acquisition of the Shares was structured as a
two-step transaction, with the Offer followed by the merger of Merger Sub with and into Hawk in a
short-form merger under Section 253 of the Delaware General Corporation Law (the Merger), with
Hawk continuing as the surviving corporation and a wholly-owned subsidiary of Carlisle (the
Surviving Corporation).
The offering period of the Offer expired at midnight, New York City time, at the end of the
day on Tuesday, November 30, 2010. Based on information provided by the depositary, as of the
expiration date, an aggregate of 7,321,448 Shares were validly tendered and not withdrawn pursuant
to the Offer, representing approximately 94% of all of the outstanding Shares. The Purchaser
accepted for payment and promptly paid (or will promptly pay, as applicable) the Offer Price to all
stockholders of Hawk who validly tendered and did not withdraw Shares pursuant to the Offer.
Pursuant to the Merger Agreement, the Merger became effective on December 1, 2010 (the
Effective Time). As a result of the Merger, each issued and outstanding Share not tendered in the
Offer (other than the Hawk Common Stock held by Carlisle or its subsidiaries, which have been
cancelled, and other than Shares for which appraisal rights are properly demanded and perfected in
accordance with Delaware law) was converted into the right to receive the Offer Price.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to
the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by Hawk on
October 19, 2010.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing
As a result of the Merger, Hawk no longer fulfills the numerical listing requirements of the
NYSE Amex. Accordingly, Hawk requested on December 1, 2010 that NYSE Amex file with the SEC a
Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended, on Form 25 to effect the delisting of the Hawk Common Stock from
NYSE Amex and the deregistration of the shares of the Hawk Common Stock under the Securities
Exchange Act of 1934, as amended (the Exchange Act). On
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December 3, 2010, NYSE Amex filed the Form 25 with the SEC to effect the delisting of the Hawk
Common Stock from NYSE Amex and the deregistration of the shares of
the Hawk Common Stock under Section 12(b) of the
Exchange Act.
Item 5.01 Changes in Control of Registrant
The disclosure contained in Item 2.01 hereof is incorporated by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors
At the Effective Time, certain officers of Hawk (namely, Ronald E. Weinberg, B. Christopher
DiSantis and Joseph J. Levanduski) resigned from every position that each of them held at Hawk and
its subsidiaries.
At the Effective Time, the members of the board of directors of Hawk (namely, Andrew T. Berlin,
Paul R. Bishop, Norman C. Harbert, Byron S. Krantz, Richard T. Marabito, Dan T. Moore III and
Ronald E. Weinberg) resigned from the board of Hawk and its subsidiaries. Mr. Krantz also resigned
as Hawks secretary. In addition, pursuant to the Merger, at the Effective Time, the directors of
the Purchaser immediately prior to the Effective Time (namely David Roberts, Steven Ford and
Christopher Koch) became the directors of the Surviving Corporation, until their respective
successors are duly elected or appointed and qualified, or until the earlier of their death,
resignation or removal.
As previously-disclosed in Hawks Form 8-K, dated October 14, 2010, as filed with the SEC on
October 19, 2010, each of Mr. Weinbergs and Mr. Harberts employment was terminated on December 2,
2010, one business day following the Effective Time. In addition, effective December 2, 2010, the
employment of each of Messrs. DiSantis and Levanduski was terminated.
On December 1, 2010, Hawk entered into amendments to certain change in control agreements with
Messrs. DiSantis, Levanduski and Gilbride whereby each agreed to subject certain
previously-disclosed payments to be made to each of them by Hawk to an extension (by one year for
Mr. DiSantis and by six months for Messrs. Levanduski and Gilbride) of the non-compete covenant
contained in their change in control agreements. In addition, on December 1, 2010, Hawk entered
into an amendment to Mr. Weinbergs Second Amended and Restated Employment, dated March 31, 2009,
and Mr. Weinbergs Amendment to Agreements, dated October 14, 2010, whereby he agreed to subject a
certain previously-disclosed payment to be made to him by Hawk to a six month extension of the
non-compete covenant contained in such employment agreement. The foregoing descriptions are
qualified in their entirety to the amendments to the change in control agreements of each of
Messrs. DiSantis, Levanduski and Gilbride and the First Amendment to Second Amended and Restated
Employment Agreement of Mr. Weinberg and the Amendment to Amendments of Mr. Weinberg, copies of
which are attached hereto as Exhibit 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated
herein by reference.
Item 8.01 Other Events
On December 1, 2010, Hawk and Carlisle issued a press release announcing Carlisles completion of
the Offer. The press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
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On December 2, 2010, Carlisle issued a press release announcing the completion of the Merger. The
press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
2.1 | Agreement and Plan of Merger, dated as of October 14, 2010, by and among Carlisle Companies Incorporated, a Delaware corporation, HC Corporation, a Delaware corporation and wholly-owned subsidiary of Carlisle, and Hawk Corporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Hawk Corporation with the SEC on October 19, 2010) | ||
10.1 | Amendment No. 1 to Amended and Restated Change in Control Agreement, dated as of December 1, 2010, by and between B. Christopher DiSantis and Hawk Corporation | ||
10.2 | Second Amendment to Change in Control Agreement, dated as of December 1, 2010, by and between Joseph J. Levanduski and Hawk Corporation | ||
10.3 | Second Amendment to Change in Control Agreement, dated as of December 1, 2010, by and between Thomas A. Gilbride and Hawk Corporation | ||
10.4 | First Amendment to Second Amended and Restated Employment Agreement and Amendment to Agreements, dated as of December 1, 2010, by and between Ronald E. Weinberg and Hawk Corporation | ||
99.1 | Joint Press Release issued by Carlisle Companies Incorporated and Hawk Corporation, dated December 1, 2010 | ||
99.2 | Press Release issued by Carlisle Companies Incorporated, dated December 2, 2010 |
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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: December 6, 2010 | HAWK CORPORATION |
|||
By: | /s/ Thomas A. Gilbride | |||
Its: Vice President Finance | ||||
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EXHIBIT INDEX
Exhibit Number | Description | |
2.1
|
Agreement and Plan of Merger, dated as of October 14, 2010, by and among Carlisle Companies Incorporated, a Delaware corporation, HC Corporation, a Delaware corporation and wholly-owned subsidiary of Carlisle, and Hawk Corporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Hawk Corporation with the SEC on October 19, 2010) | |
10.1
|
Amendment No. 1 to Amended and Restated Change in Control Agreement, dated as of December 1, 2010, by and between B. Christopher DiSantis and Hawk Corporation | |
10.2
|
Second Amendment to Change in Control Agreement, dated as of December 1, 2010, by and between Joseph J. Levanduski and Hawk Corporation | |
10.3
|
Second Amendment to Change in Control Agreement, dated as of December 1, 2010, by and between Thomas A. Gilbride and Hawk Corporation | |
10.4
|
First Amendment to Second Amended and Restated Employment Agreement and Amendment to Agreements, dated as of December 1, 2010, by and between Ronald E. Weinberg and Hawk Corporation | |
99.1
|
Joint Press Release issued by Carlisle Companies Incorporated and Hawk Corporation dated December 1, 2010 | |
99.2
|
Press Release issued by Carlisle Companies Incorporated, dated December 2, 2010 |