Attached files
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| EX-10.1 - HANDY & HARMAN LTD. | ex101to8k06447003_05032015.htm |
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): May 3, 2015
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HANDY & HARMAN LTD.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-2394
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13-3768097
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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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10604
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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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N/A
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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):
o 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))
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Item 1.01
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Entry into a Material Definitive Agreement.
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On January 1, 2012, Handy & Harman Ltd. (the “Company”) and Handy & Harman Group Ltd., a wholly-owned subsidiary of the Company, entered into a Management Services Agreement (the “Management Services Agreement”) with SP Corporate Services LLC (“SP Corporate”). Pursuant to the Management Services Agreement, SP Corporate provides the Company with the continued executive and corporate services, as previously reported on the Company’s Current Report on Form 8-K filed January 5, 2012. On May 3, 2015, the Company and SP Corporate entered into a Second Amendment to the Management Services Agreement (the “Second Amendment”) to clarify the corporate services to be provided pursuant to the Management Services Agreement and to adjust the fee thereunder.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of such document, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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Item 8.01
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Other Events.
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In connection with the Second Amendment, the Company also entered into a Transfer Agreement, dated May 3, 2015, with Steel Partners LLC (“Steel Partners”), pursuant to which three employees of the Company and its subsidiaries will be transferred to Steel Partners, which will assume the cost of compensating those employees and providing applicable benefits.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Exhibits
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10.1
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Second Amendment to Management Services Agreement, dated as of May 3, 2015, by and among SP Corporate Services LLC, Handy & Harman Ltd. and Handy & Harman Group Ltd.
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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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HANDY & HARMAN LTD.
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Dated: May 5, 2015
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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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Chief Financial Officer
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