HNH / Handy & Harman Ltd. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Handy & Harman Ltd.
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CIK 106618
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Handy & Harman Ltd.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
March 7, 2019 SC 13D/A

STCN / Steel Connect, Inc. / HANDY & HARMAN LTD. - AMENDMENT NO. 23 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da230644704203072019.htm AMENDMENT NO. 23 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 23)1 Steel Connect, Inc. (Name of Issuer) Common Stock, par value $0.01 per share

March 7, 2019 EX-99.3

JOINT FILING AGREEMENT

Exhibit 99.3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Steel Connect, Inc. This Joint Filing Agreement shall be filed as

December 19, 2017 EX-99.3

JOINT FILING AGREEMENT

Exhibit 99.3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of ModusLink Global Solutions, Inc. This Joint Filing Agreement shall

December 19, 2017 SC 13D/A

MLNK / ModusLink Global Solutions, Inc. / HANDY & HARMAN LTD. - AMENDMENT NO. 22 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da220936901112192017.htm AMENDMENT NO. 22 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 22)1 ModusLink Global Solutions, Inc. (Name of Issuer) Common Stock, par value

October 23, 2017 15-12B

Handy & Harman 2B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-2394 HANDY & HARMAN LTD. (Exact name of registrant as specified in its cha

October 17, 2017 POS AM

Handy & Harman AM

As filed with the Securities and Exchange Commission on October 17, 2017 Registration Statement No.

October 17, 2017 POS AM

Handy & Harman AM

As filed with the Securities and Exchange Commission on October 17, 2017 Registration Statement No.

October 17, 2017 S-8 POS

Handy & Harman POS

As filed with the Securities and Exchange Commission on October 17, 2017 Registration Statement No.

October 17, 2017 POS AM

Handy & Harman AM

As filed with the Securities and Exchange Commission on October 17, 2017 Registration Statement No.

October 17, 2017 S-8 POS

Handy & Harman POS

As filed with the Securities and Exchange Commission on October 17, 2017 Registration Statement No.

October 17, 2017 S-8 POS

Handy & Harman POS

As filed with the Securities and Exchange Commission on October 17, 2017 Registration Statement No.

October 17, 2017 S-8 POS

Handy & Harman POS

As filed with the Securities and Exchange Commission on October 17, 2017 Registration Statement No.

October 17, 2017 S-8 POS

Handy & Harman POS

As filed with the Securities and Exchange Commission on October 17, 2017 Registration Statement No.

October 17, 2017 S-8 POS

Handy & Harman POS

As filed with the Securities and Exchange Commission on October 17, 2017 Registration Statement No.

October 17, 2017 S-8 POS

Handy & Harman POS

As filed with the Securities and Exchange Commission on October 17, 2017 Registration Statement No.

October 16, 2017 SC 13D/A

HNH / Handy & Harman Ltd. / STEEL PARTNERS HOLDINGS L.P. - AMENDMENT NO. 35 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 35)1 Handy & Harman Ltd. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 410315105 (CUSIP Number) Warren G. Lichtenstein Stee

October 12, 2017 EX-3.1

Amended and Restated Certificate of Incorporation of Handy & Harman Ltd.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HANDY & HARMAN LTD. FIRST: The name of this Corporation is Handy & Harman Ltd. (the ?Corporation?). SECOND: The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is: 160 Greentree Drive, Suite 101, Dover, Delaware 19904, County of Kent.; and the name of the regist

October 12, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 form8k04197067hnh10122017.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): October 12, 2017 Handy & Harman Ltd. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or Other Jurisdiction

October 12, 2017 EX-3.2

Amended and Restated Bylaws of Handy & Harman Ltd.

Exhibit 3.2 Amended and restated BYLAWS OF HANDY & HARMAN LTD. a Delaware corporation ARTICLE I STOCKHOLDERS SECTION 1.1. Annual Meetings. An annual meeting of stockholders to elect directors and transact such other business as may properly be presented to the meeting may be held at such place, within or without the State of Delaware, as may be designated by or in the manner provided in the Certif

October 12, 2017 SC 14D9/A

Handy & Harman 4D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D?9 (Amendment No. 1) SOLICITATION/ RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 HANDY & HARMAN LTD. (Name of Subject Company (issuer)) HANDY & HARMAN LTD. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 410315105 (C

October 12, 2017 EX-99.(A)(5)(D)

Press Release dated October 12, 2017 (incorporated by reference to Exhibit (a)(5)(D) to Amendment No. 2 to the Tender Offer Statement on Schedule TO filed by Steel Partners Holdings L.P. with the Securities and Exchange Commission on October 12, 2017).

Exhibit (a)(5)(D) Steel Partners Completes Exchange Offer To Acquire Remaining Shares of Handy & Harman NEW YORK, N.

October 12, 2017 SC TO-T/A

Steel Partners Holdings O-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Handy & Harman Ltd. (Name of Subject Company (Issuer)) STEEL PARTNERS HOLDINGS L.P. and Handy Acquisition Co., its wholly owned subsidiary (Names of Filing Persons (Offerors)) SPH Group Holdings LLC SP

October 12, 2017 SC 13E3/A

HNH / Handy & Harman Ltd. / STEEL PARTNERS HOLDINGS L.P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (§240.13e-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Handy & Harman Ltd. (Name of the Issuer) STEEL PARTNERS HOLDINGS L.P. Handy Acquisition Co. SPH Group Holdings LLC SPH Group LLC STEEL PARTNERS HOLDINGS GP INC. WARREN G. LICHTENSTEIN Jack

September 13, 2017 EX-99.E9

Excerpts from the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 25, 2017

EX-99.E9 EXHIBIT (e)(9) Excerpts from the Company?s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 25, 2017 Executive Compensation?Employment Agreements William T. Fejes, Jr. Mr. Fejes? former employment agreement with SL Industries, Inc. (the ?Fejes Employment Agreement?) was assigned to Steel Services effective January 1, 2017. The Fejes Employment Agreement provides for

September 13, 2017 SC 14D9

Handy & Harman SC 14D9

SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 13, 2017 EX-99.(A)(5)(C)

Steel Partners Commences Exchange Offer To Acquire Remaining Shares of Handy & Harman It Does Not Own

Exhibit (a)(5)(C) Steel Partners Commences Exchange Offer To Acquire Remaining Shares of Handy & Harman It Does Not Own NEW YORK, N.

September 13, 2017 EX-99.(A)(1)(A)

LETTER OF TRANSMITTAL Offer by STEEL PARTNERS HOLDINGS L.P. HANDY ACQUISITION CO. to exchange each outstanding share of common stock of HANDY & HARMAN LTD. 1.484 6.0% Series A preferred units of Steel Partners Holdings L.P. (subject to the terms and

Exhibit (a)(1)(A) LETTER OF TRANSMITTAL Offer by STEEL PARTNERS HOLDINGS L.P. and HANDY ACQUISITION CO. to exchange each outstanding share of common stock of HANDY & HARMAN LTD. for 1.484 6.0% Series A preferred units of Steel Partners Holdings L.P. (subject to the terms and conditions described in the prospectus/offer to exchange and this letter of transmittal) ? ? THE OFFER AND THE WITHDRAWAL RI

September 13, 2017 SC TO-T/A

Steel Partners Holdings O-T/A

SC TO-T/A 1 tota10419706709132017.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Handy & Harman Ltd. (Name of Subject Company (Issuer)) STEEL PARTNERS HOLDINGS L.P. and Handy Acquisition Co., its wholly owned subsidiary (Names of Filing Persons

September 13, 2017 SC 13E3/A

HNH / Handy & Harman Ltd. / STEEL PARTNERS HOLDINGS L.P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (§240.13e-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Handy & Harman Ltd. (Name of the Issuer) STEEL PARTNERS HOLDINGS L.P. Handy Acquisition Co. SPH Group Holdings LLC SPH Group LLC STEEL PARTNERS HOLDINGS GP INC. WARREN G. LICHTENSTEIN Jack

September 13, 2017 SC 13D/A

HNH / Handy & Harman Ltd. / STEEL PARTNERS HOLDINGS L.P. - AMENDMENT NO. 34 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 34)1 Handy & Harman Ltd. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 410315105 (CUSIP Number) Warren G. Lichtenstein Stee

August 8, 2017 EX-99.1

Handy & Harman Ltd. Reports Second Quarter Financial Results and Outlook for 2017

Exhibit Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports Second Quarter Financial Results and Outlook for 2017 New York, N.Y., August 8, 2017 - Handy & Harman Ltd. (NASDAQ(CM): HNH), a diversified global industrial company, today announced operating results for the second quarter and six months ended June 30, 2017 . For a full discussion of the results, please see

August 8, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): August 8, 2017 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commissio

August 8, 2017 10-Q

HNH / Handy & Harman Ltd. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-2394 HANDY & HARMA

July 19, 2017 SC TO-T

Steel Partners Holdings O-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Handy & Harman Ltd. (Name of Subject Company (Issuer)) STEEL PARTNERS HOLDINGS L.P. and Handy Acquisition Co., its wholly owned subsidiary (Names of Filing Persons (Offerors)) SPH Group Holdings LLC SPH Group LLC STEEL

July 19, 2017 SC 13E3

HNH / Handy & Harman Ltd. / STEEL PARTNERS HOLDINGS L.P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (§240.13e-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Handy & Harman Ltd. (Name of the Issuer) STEEL PARTNERS HOLDINGS L.P. Handy Acquisition Co. SPH Group Holdings LLC SPH Group LLC STEEL PARTNERS HOLDINGS GP INC. WARREN G. LICHTENSTEIN Jack L. Howard Handy &

July 19, 2017 SC 13E3

HNH / Handy & Harman Ltd. / STEEL PARTNERS HOLDINGS L.P. - EXHIBIT (C)(2)

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June 27, 2017 SC 13D/A

HNH / Handy & Harman Ltd. / STEEL PARTNERS HOLDINGS L.P. - AMENDMENT NO. 33 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 33)1 Handy & Harman Ltd. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 410315105 (CUSIP Number) Warren G. Lichtenstein Stee

June 26, 2017 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8k04197067b06262017.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): June 26, 2017 Handy & Harman Ltd. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or Other Jurisdiction of I

June 26, 2017 EX-99.1

Steel Partners and Handy & Harman Sign Definitive Agreement For Steel Partners To Acquire Remaining Shares of Handy & Harman It Does Not Own

Exhibit 99.1 Steel Partners and Handy & Harman Sign Definitive Agreement For Steel Partners To Acquire Remaining Shares of Handy & Harman It Does Not Own NEW YORK, N.Y. ? June 26, 2017-Steel Partners Holdings L.P. (NYSE: SPLP), a diversified global holding company, and Handy & Harman Ltd. (NASDAQ: HNH), a diversified global industrial company, today announced they have signed a definitive merger a

June 26, 2017 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among STEEL PARTNERS HOLDINGS L.P., HANDY ACQUISITION CO. HANDY & HARMAN LTD. Dated as of June 26, 2017 Table of Contents

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among STEEL PARTNERS HOLDINGS L.P., HANDY ACQUISITION CO. and HANDY & HARMAN LTD. Dated as of June 26, 2017 Table of Contents Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions. 2 ARTICLE II THE OFFER AND THE MERGER 8 SECTION 2.01 The Offer. 8 SECTION 2.02 Registration Statement; Offer Documents. 10 SECTION 2.03 Company Actions; Schedule 13E-3. 11

June 26, 2017 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among STEEL PARTNERS HOLDINGS L.P., HANDY ACQUISITION CO. HANDY & HARMAN LTD. Dated as of June 26, 2017 Table of Contents

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among STEEL PARTNERS HOLDINGS L.P., HANDY ACQUISITION CO. and HANDY & HARMAN LTD. Dated as of June 26, 2017 Table of Contents Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions. 2 ARTICLE II THE OFFER AND THE MERGER 8 SECTION 2.01 The Offer. 8 SECTION 2.02 Registration Statement; Offer Documents. 10 SECTION 2.03 Company Actions; Schedule 13E-3. 11

June 26, 2017 EX-99.1

Steel Partners and Handy & Harman Sign Definitive Agreement For Steel Partners To Acquire Remaining Shares of Handy & Harman It Does Not Own

Exhibit 99.1 Steel Partners and Handy & Harman Sign Definitive Agreement For Steel Partners To Acquire Remaining Shares of Handy & Harman It Does Not Own NEW YORK, N.Y. — June 26, 2017-Steel Partners Holdings L.P. (NYSE: SPLP), a diversified global holding company, and Handy & Harman Ltd. (NASDAQ: HNH), a diversified global industrial company, today announced they have signed a definitive merger a

June 26, 2017 425

Handy & Harman (Prospectus)

425 1 form8k04197067b06262017.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): June 26, 2017 Handy & Harman Ltd. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or Other Jurisdiction of I

June 26, 2017 EX-99.1

Steel Partners and Handy & Harman Sign Definitive Agreement For Steel Partners To Acquire Remaining Shares of Handy & Harman It Does Not Own

Exhibit 99.1 Steel Partners and Handy & Harman Sign Definitive Agreement For Steel Partners To Acquire Remaining Shares of Handy & Harman It Does Not Own NEW YORK, N.Y. — June 26, 2017-Steel Partners Holdings L.P. (NYSE: SPLP), a diversified global holding company, and Handy & Harman Ltd. (NASDAQ: HNH), a diversified global industrial company, today announced they have signed a definitive merger a

June 26, 2017 425

Steel Partners Holdings (Prospectus)

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 26, 2017 Steel Partners Holdings L.P. (Exact name of registrant as specified in its charter) Delaware 001-35493 13-3727655 (State or Other Jurisdiction of Incorporation) (Commiss

June 26, 2017 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among STEEL PARTNERS HOLDINGS L.P., HANDY ACQUISITION CO. HANDY & HARMAN LTD. Dated as of June 26, 2017 Table of Contents

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among STEEL PARTNERS HOLDINGS L.P., HANDY ACQUISITION CO. and HANDY & HARMAN LTD. Dated as of June 26, 2017 Table of Contents Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions. 2 ARTICLE II THE OFFER AND THE MERGER 8 SECTION 2.01 The Offer. 8 SECTION 2.02 Registration Statement; Offer Documents. 10 SECTION 2.03 Company Actions; Schedule 13E-3. 11

May 30, 2017 SD

Handy & Harman SD

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 590 Madison Avenue, 32 nd Floor, New York, New York 10022 (Address of pri

May 30, 2017 EX-1.01

HANDY & HARMAN LTD. CONFLICT MINERALS REPORT (For the Calendar Year Ended December 31, 2016)

Exhibit Exhibit 1.01 HANDY & HARMAN LTD. CONFLICT MINERALS REPORT (For the Calendar Year Ended December 31, 2016) Introduction Handy & Harman Ltd. ("HNH" or the "Company"), through its wholly-owned operating subsidiaries, is a diversified manufacturer of engineered niche industrial products. As of December 31, 2016, HNH's primary product portfolio consisted of the following products: brazing alloy

May 25, 2017 8-K

Submission of Matters to a Vote of Security Holders

Document 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 25, 2017 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission

May 2, 2017 EX-99.1

Handy & Harman Ltd. Reports First Quarter Financial Results and Outlook for 2017

Exhibit Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports First Quarter Financial Results and Outlook for 2017 New York, N.Y., May 2, 2017 - Handy & Harman Ltd. (NASDAQ(CM): HNH), a diversified global industrial company, today announced operating results for the first quarter ended March 31, 2017 , as summarized in the following paragraphs. For a full discussion of

May 2, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 q12017pressrelease8-k.htm 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): May 2, 2017 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of i

May 2, 2017 10-Q

Handy & Harman 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-2394 HAN

April 25, 2017 DEF 14A

Handy & Harman DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

March 7, 2017 EX-99.2

Joint Filing Agreement

Exhibit 99.2 Joint Filing Agreement In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.01 par value per share, of Handy & Harman Ltd. This Joint Filing Agreement shall be filed as

March 7, 2017 SC 13D/A

HNH / Handy & Harman Ltd. / STEEL PARTNERS HOLDINGS L.P. - AMENDMENT NO. 32 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 32)1 Handy & Harman Ltd. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 410315105 (CUSIP Number) Warren G. Lichtenstein Stee

March 7, 2017 EX-99.1

Steel Partners Holdings L.P. 590 Madison Avenue Suite 3200 New York, New York 10022 March 3, 2017

Exhibit 99.1 Steel Partners Holdings L.P. 590 Madison Avenue Suite 3200 New York, New York 10022 March 3, 2017 Independent Members of the Board of Directors Handy & Harman Ltd. 590 Madison Avenue New York, NY 10022 Gentlemen: Steel Partners Holdings L.P. (“SPH” or “we”), a Delaware limited partnership publicly traded on the New York Stock Exchange (the “NYSE”), hereby formally proposes a transacti

February 28, 2017 EX-99.1

Handy & Harman Ltd. Reports 2016 Fourth Quarter and Full-Year Financial Results; Provides Outlook for 2017

Exhibit Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports 2016 Fourth Quarter and Full-Year Financial Results; Provides Outlook for 2017 New York, N.Y., February 28, 2017 - Handy & Harman Ltd. (NASDAQ(CM): HNH), a diversified global industrial company, today announced operating results for the fourth quarter and year ended December 31, 2016 , as summarized in the f

February 28, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

Document 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): February 28, 2017 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commis

February 28, 2017 EX-99.2

February 28, 2017

Exhibit Exhibit 99.2 February 28, 2017 To the Stockholders of Handy & Harman Ltd.: For the year ended December 31, 2016, net sales grew to $828.3 million, from $649.5 million in 2015. Income from continuing operations before tax and equity investment for 2016 was $8.4 million, compared with $41.5 million in 2015. Loss from continuing operations, net of tax, for the year was $10.9 million, or $0.89

February 28, 2017 10-K

Handy & Harman 10-K (Annual Report)

10-K 1 hnh1231201610k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File N

February 28, 2017 EX-21.1

HANDY & HARMAN LTD. Schedule of Subsidiaries (as of December 31, 2016)

Exhibit 21.1 HANDY & HARMAN LTD. Schedule of Subsidiaries (as of December 31, 2016) WHX CS CORPORATION, a Delaware corporation. HANDY & HARMAN GROUP, LTD., a Delaware corporation (“HHG”). HANDY & HARMAN, a New York corporation (“HANDY & HARMAN”), a direct subsidiary of HHG. BAIRNCO LLC, a Delaware limited liability company (“BAIRNCO”), a direct subsidiary of HHG. HANDY & HARMAN HOLDING CORPORATION

February 28, 2017 EX-99.1

ModusLink Global Solutions, Inc. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 ModusLink Global Solutions, Inc. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 1 Consolidated Balance Sheets at July 31, 2016 and 2015 2 Consolidated Statements of Operations for the years ended July 31, 2016, 2015 and 2014 3 Consolidated Statements of Comprehensive Loss for the years ended July 31, 2016, 2015 and 2014 4 Consol

February 27, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 24, 2017 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or Other Jurisdiction of Incorporation) (Commission File

December 22, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 21, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or Other Jurisdiction of Incorporation) (Commission File

December 22, 2016 SC 13D/A

MLNK / ModusLink Global Solutions, Inc. / HANDY & HARMAN LTD. - AMENDMENT NO. 21 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da210644704212222016.htm AMENDMENT NO. 21 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 21)1 ModusLink Global Solutions, Inc. (Name of Issuer) Common Stock, par value $0.

December 15, 2016 EX-99.2

ELECTROMAGNETIC ENTERPRISE Financial Statements As of and for the six month periods ended June 30, 2016 and 2015

Exhibit EXHIBIT 99.2 ELECTROMAGNETIC ENTERPRISE Financial Statements As of and for the six month periods ended June 30, 2016 and 2015 1 Table of Contents Page Financial Statements (Unaudited) Balance Sheets as of June 30, 2016 and 2015 3 Statements of Operations and Comprehensive Income for the six month periods ended June 30, 2016 and 2015 4 Statements of Equity as of June 30, 2016 and 2015 5 Sta

December 15, 2016 EX-99.3

HANDY & HARMAN LTD. Unaudited Pro Forma Condensed Combined Financial Information

EX-99.3 4 ex993hnhproforma-emeacq.htm EXHIBIT 99.3 EXHIBIT 99.3 HANDY & HARMAN LTD. Unaudited Pro Forma Condensed Combined Financial Information On September 30, 2016, SL Montevideo Technology, Inc. ("SMTI"), an indirect wholly-owned subsidiary of Handy & Harman Ltd. ("HNH" or the "Company"), entered into an asset purchase agreement ("Purchase Agreement") with Hamilton Sundstrand Corporation ("Ham

December 15, 2016 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of i

December 15, 2016 EX-99.1

ELECTROMAGNETIC ENTERPRISE Financial Statements As of and for the year ended December 31, 2015

EX-99.1 2 ex991eme2015financialstate.htm EXHIBIT 99.1 EXHIBIT 99.1 ELECTROMAGNETIC ENTERPRISE Financial Statements As of and for the year ended December 31, 2015 1 Table of Contents Page Independent Auditor's Report 3 Financial Statements Balance Sheet 4 Statement of Operations and Comprehensive Income 5 Statement of Equity 6 Statement of Cash Flows 7 Notes to Financial Statements 8 2 Independent

November 1, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): November 1, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commiss

November 1, 2016 EX-99.1

Handy & Harman Ltd. Reports Third Quarter Financial Results; Provides Outlook for Full-Year 2016

Exhibit Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports Third Quarter Financial Results; Provides Outlook for Full-Year 2016 WHITE PLAINS, N.Y., November 1, 2016 - Handy & Harman Ltd. (NASDAQ(CM): HNH), a diversified global industrial company, today announced operating results for the third quarter and nine months ended September 30, 2016 , which are summarized i

November 1, 2016 10-Q

Handy & Harman 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-2394

October 5, 2016 8-K

Handy & Harman FORM 8-K (Current Report/Significant Event)

hnh201610048k.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): September 30, 2016 Handy & Harman Ltd. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporatio

October 5, 2016 EX-2.1

ASSET PURCHASE AGREEMENT BY AND BETWEEN HAMILTON SUNDSTRAND CORPORATION SL Montevideo Technology, Inc. Dated as of September 30, 2016 TABLE OF CONTENTS

EX-2.1 2 ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Final ASSET PURCHASE AGREEMENT BY AND BETWEEN HAMILTON SUNDSTRAND CORPORATION AND SL Montevideo Technology, Inc. Dated as of September 30, 2016 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 SECTION 1.1 DEFINITIONS 1 SECTION 1.2 OTHER DEFINED TERMS 8 ARTICLE II. PURCHASE AND SALE; CLOSING 10 SECTION 2.1 PURCHASE AND SALE 10 SECTION 2.2 PURCHASE PRICE 10

October 5, 2016 EX-99.1

Handy & Harman Ltd. Acquires ElectroMagnetic Enterprise

ex99-1.htm Exhibit 99.1 Handy & Harman Ltd. Acquires ElectroMagnetic Enterprise WHITE PLAINS, N.Y. ? October 3, 2016 - Handy & Harman Ltd. (NASDAQ:HNH) (HNH) a diversified global industrial company and subsidiary of Steel Partners Holdings L.P. (NYSE:SPLP), today announced the acquisition of substantially all of the assets of the ElectroMagnetic Enterprise (EME) business from Hamilton Sundstrand C

August 16, 2016 8-K/A

Handy & Harman 8-K/A (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 31, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorpo

August 16, 2016 EX-99.1

SL Industries, Inc. Index to Financial Statements

Exhibit EXHIBIT 99.1 SL Industries, Inc. Index to Financial Statements Page number in this report Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Comprehensive Income 5 Consolidated Statements of Shareholders’ Equity 6 Consolidated Statements of Cash Flows 7 Notes to Consolidated Financial Statem

August 16, 2016 8-K/A

Handy & Harman 8-K/A (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 31, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorpo

August 16, 2016 EX-99.1

SL Industries, Inc. Index to Financial Statements

Exhibit EXHIBIT 99.1 SL Industries, Inc. Index to Financial Statements Page number in this report Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Comprehensive Income 5 Consolidated Statements of Shareholders’ Equity 6 Consolidated Statements of Cash Flows 7 Notes to Consolidated Financial Statem

August 1, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): August 1, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commissio

August 1, 2016 EX-99.1

Three Months Ended

Exhibit Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports Second Quarter Financial Results and Outlook for 2016 WHITE PLAINS, N.Y., August 1, 2016 - Handy & Harman Ltd. (NASDAQ(CM): HNH); ("HNH" or the "Company"), a diversified global industrial company, today announced operating results for the quarter and six months ended June 30, 2016 , which are summarized in t

August 1, 2016 10-Q

Handy & Harman 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-2394 HAND

June 14, 2016 EX-99.1

HANDY & HARMAN LTD. ANNOUNCES MANAGEMENT CHANGES

ex99-1.htm Exhibit 99.1 HANDY & HARMAN LTD. ANNOUNCES MANAGEMENT CHANGES WHITE PLAINS, New York – June 14, 2016 — Handy & Harman Ltd. (NASDAQ: HNH) (“HNH”), a diversified global industrial company, announced today, following the successful completion of its acquisition of SL Industries, Inc. (“SLI”), a leading manufacturer of high-performance power solutions, that the Board of Directors of HNH has

June 14, 2016 8-K

Handy & Harman FORM 8-K (Current Report/Significant Event)

hnh201606148k.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): June 9, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Co

June 1, 2016 8-K

Handy & Harman (Current Report/Significant Event)

form8k0644704806012016.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 31, 2016 Handy & Harman Ltd (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporat

June 1, 2016 SC TO-T/A

Handy & Harman O-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) SL INDUSTRIES, INC. (Name of Subject Company (Issuer)) HANDY & HARMAN LTD. and HANDY & HARMAN GROUP LTD., its wholly owned subsidiary and SLI ACQUISITION CO., its wholly owned subsidiary (Names of Fili

June 1, 2016 EX-99.(A)(5)(D)

HANDY & HARMAN LTD. COMPLETES TENDER OFFER FOR ALL OUTSTANDING SHARES OF SL INDUSTRIES, INC.

exa5dtota50644704806012016.htm Exhibit (a)(5)(D) HANDY & HARMAN LTD. COMPLETES TENDER OFFER FOR ALL OUTSTANDING SHARES OF SL INDUSTRIES, INC. WHITE PLAINS, New York ? June 1, 2016 ? Handy & Harman Ltd. (NASDAQ: HNH) (?HNH?), a diversified global industrial company, announced today that it has successfully completed its tender offer, through a wholly owned subsidiary, to purchase all of the outstan

May 31, 2016 8-K

Handy & Harman 8-K (Current Report/Significant Event)

Document 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 26, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission

May 26, 2016 EX-99.(A)(5)(C)

HANDY & HARMAN LTD. EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF SL INDUSTRIES, INC.

exa5ctota40644704805262016.htm Exhibit (a)(5)(C) HANDY & HARMAN LTD. EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF SL INDUSTRIES, INC. WHITE PLAINS, New York ? May 26, 2016 ? Handy & Harman Ltd. (NASDAQ: HNH) (?HNH?), a diversified global industrial company, announced today that it has extended its tender offer, through a wholly owned subsidiary, to purchase all of the outstanding shares of S

May 26, 2016 SC TO-T/A

Handy & Harman O-T/A

tota40644704805262016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) SL INDUSTRIES, INC. (Name of Subject Company (Issuer)) HANDY & HARMAN LTD. and HANDY & HARMAN GROUP LTD., its wholly owned subsidiary and SLI ACQUISITION CO., its wholly owned

May 26, 2016 SD

Handy & Harman SD

SEC Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1133 Westchester Avenue, Suite N222, White Plains, New York 10604 (Ad

May 26, 2016 EX-1.01

HANDY & HARMAN LTD. CONFLICT MINERALS REPORT (For the Calendar Year Ended December 31, 2015)

SEC Exhibit Exhibit 1.01 HANDY & HARMAN LTD. CONFLICT MINERALS REPORT (For the Calendar Year Ended December 31, 2015) Introduction Handy & Harman Ltd. ("HNH" or the "Company"), through its wholly-owned operating subsidiaries, is a diversified manufacturer of engineered niche industrial products. As of December 31, 2015, HNH's primary product portfolio consisted of the following products: brazing a

May 23, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

hnh201605238k.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 19, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Co

May 23, 2016 SC TO-T/A

Handy & Harman O-T/A

tota30644704805232016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) SL INDUSTRIES, INC. (Name of Subject Company (Issuer)) HANDY & HARMAN LTD. and HANDY & HARMAN GROUP LTD., its wholly owned subsidiary and SLI ACQUISITION CO., its wholly owned

May 23, 2016 CORRESP

Handy & Harman ESP

cor0644704805232016.htm O L S H A N 1325 AVENUE OF THE AMERICAS ? NEW YORK, NEW YORK 10019 TELEPHONE: 212.451.2300 ? FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2230 May 23, 2016 VIA EDGAR AND ELECTRONIC MAIL Perry Hindin, Esq. Special Counsel Office of Mergers & Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 100 F Stree

May 19, 2016 EX-99.(A)(5)(B)

HANDY & HARMAN LTD. EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF SL INDUSTRIES, INC.

exa5btota20644704805192016.htm Exhibit (a)(5)(B) HANDY & HARMAN LTD. EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF SL INDUSTRIES, INC. WHITE PLAINS, New York ? May 19, 2016 ? Handy & Harman Ltd. (NASDAQ: HNH) (?HNH?), a diversified global industrial company, announced today that it has extended its tender offer, through a wholly owned subsidiary, to purchase all of the outstanding shares of S

May 19, 2016 SC TO-T/A

Handy & Harman O-T/A

tota20644704805192016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) SL INDUSTRIES, INC. (Name of Subject Company (Issuer)) HANDY & HARMAN LTD. and HANDY & HARMAN GROUP LTD., its wholly owned subsidiary and SLI ACQUISITION CO., its wholly owned

May 11, 2016 SC TO-T/A

Handy & Harman O-T/A

tota10644704805112016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) SL INDUSTRIES, INC. (Name of Subject Company (Issuer)) HANDY & HARMAN LTD. and HANDY & HARMAN GROUP LTD., its wholly owned subsidiary and SLI ACQUISITION CO., its wholly owned

May 11, 2016 CORRESP

Handy & Harman ESP

cor0644704805112016.htm O L S H A N 1325 AVENUE OF THE AMERICAS ? NEW YORK, NEW YORK 10019 TELEPHONE: 212.451.2300 ? FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2230 May 11, 2016 VIA EDGAR AND ELECTRONIC MAIL Perry Hindin, Esq. Special Counsel Office of Mergers & Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 100 F Stree

April 28, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 28, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Nu

April 28, 2016 EX-99.1

Three Months Ended

Exhibit Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports First Quarter Financial Results and Outlook for 2016 WHITE PLAINS, N.Y., April 28, 2016 - Handy & Harman Ltd. (NASDAQ(CM): HNH); ("HNH" or the "Company"), a diversified global industrial company, today announced operating results for the quarter ended March 31, 2016 , which are summarized in the following pa

April 28, 2016 10-Q

HNH / Handy & Harman Ltd. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-2394 HANDY & HARM

April 21, 2016 EX-99.(A)(1)(D)

Offer to Purchase All Outstanding Shares of Common Stock SL INDUSTRIES, INC.

a1dtot0644704804212016.htm Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of SL INDUSTRIES, INC.

April 21, 2016 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock SL INDUSTRIES, INC. $40.00 Per Share in Cash Pursuant to the Offer to Purchase dated April 21, 2016 HANDY & HARMAN LTD. HANDY & HARMAN GROUP LTD., its wholly owned subsidiary SLI ACQUISTI

a1ctot0644704804212016.htm Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of SL INDUSTRIES, INC. at $40.00 Per Share in Cash Pursuant to the Offer to Purchase dated April 21, 2016 by HANDY & HARMAN LTD. and HANDY & HARMAN GROUP LTD., its wholly owned subsidiary and SLI ACQUISTION CO., its wholly owned subsidiary THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNI

April 21, 2016 EX-99.(A)(1)(A)

Offer to Purchase All Outstanding Shares of Common Stock SL INDUSTRIES, INC. $40.00 Per Share in Cash HANDY & HARMAN LTD. HANDY & HARMAN GROUP LTD., its wholly owned subsidiary SLI ACQUISITION CO., its wholly owned subsidiary

a1atot0644704804212016.htm Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of SL INDUSTRIES, INC. at $40.00 Per Share in Cash by HANDY & HARMAN LTD. and HANDY & HARMAN GROUP LTD., its wholly owned subsidiary and SLI ACQUISITION CO., its wholly owned subsidiary THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON MAY 18, 2016, UNLESS THE OFFER I

April 21, 2016 EX-99.(A)(1)(B)

Letter of Transmittal To Tender Shares of Common Stock SL INDUSTRIES, INC. $40.00 Per Share in Cash Pursuant to the Offer to Purchase dated April 21, 2016 HANDY & HARMAN LTD. HANDY & HARMAN GROUP LTD., its wholly owned subsidiary SLI ACQUISITION CO.,

a1btot0644704804212016.htm Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of SL INDUSTRIES, INC. at $40.00 Per Share in Cash Pursuant to the Offer to Purchase dated April 21, 2016 by HANDY & HARMAN LTD. and HANDY & HARMAN GROUP LTD., its wholly owned subsidiary and SLI ACQUISITION CO., its wholly owned subsidiary THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NE

April 21, 2016 SC TO-T

Handy & Harman O-T

tot0644704804212016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SL INDUSTRIES, INC. (Name of Subject Company (Issuer)) HANDY & HARMAN LTD. and HANDY & HARMAN GROUP LTD., its wholly owned subsidiary and SLI ACQUISITION CO., its wholly owned subsidiary (Names o

April 7, 2016 DEF 14A

Handy & Harman 14A

def14a0644700304072016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminar

April 7, 2016 SC TO-C

Handy & Harman O-C

toc0644704804062016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SL INDUSTRIES, INC. (Name of Subject Company) HANDY & HARMAN LTD. HANDY & HARMAN GROUP LTD. SLI ACQUISITION CO. (Names of Filing Persons?Offeror) COMMON STOCK, $.20 PAR VALUE (Titl

April 7, 2016 EX-99.1

April 7, 2016

ex991toc0644704804062016.htm Exhibit 99.1 April 7, 2016 LETTER TO EMPLOYEES Dear Handy & Harman Ltd. Employees: Today we announced that Handy & Harman Ltd. (Handy & Harman) and SL Industries, Inc. (SLI), a public company listed on the NYSE MKT under the ticker symbol ?SLI?, have entered into a definitive agreement for Handy & Harman to acquire SLI. The acquisition will involve a tender offer for S

April 7, 2016 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 6, 2016 Handy & Harman Ltd. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Num

April 7, 2016 EX-10.1

TENDER AGREEMENT

ex101to8k0644704804042016.htm Exhibit 10.1 TENDER AGREEMENT This Tender Agreement (this “Agreement”), is dated as of April 6, 2016, by and among Handy & Harman Ltd., a Delaware corporation (“Parent”), Handy & Harman Group Ltd., a Delaware corporation and a wholly owned Subsidiary of Parent (“AcquisitionCo”), SLI Acquisition Co., a Delaware corporation and a wholly owned subsidiary of AcquisitionCo

April 7, 2016 EX-2.1

Agreement and Plan of Merger, dated as of April 6, 2016, by and among Handy & Harman Ltd., Handy & Harman Group Ltd., SLI Acquisition Co. and SL Industries, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by Handy & Harman Ltd. with the Securities and Exchange Commission on April 7, 2016).

ex21to8k0644704804042016.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among HANDY & HARMAN LTD., HANDY & HARMAN GROUP LTD., SLI ACQUISITION CO. and SL INDUSTRIES, INC. Dated as of April 6, 2016 Table of Contents Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions. 2 ARTICLE II THE OFFER AND THE MERGER 8 SECTION 2.01 The Offer. 8 SECTION 2.02 Offer Documents. 9 SECTION 2.03 Company Actions

April 7, 2016 EX-99.1

HANDY & HARMAN LTD. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE SL INDUSTRIES, INC. Handy & Harman to Commence Tender Offer for SL Industries Common Stock at $40.00 Per Share

ex991to8k0644704804042016.htm Exhibit 99.1 HANDY & HARMAN LTD. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE SL INDUSTRIES, INC. Handy & Harman to Commence Tender Offer for SL Industries Common Stock at $40.00 Per Share WHITE PLAINS, New York ? April 7, 2016 ? Handy & Harman Ltd. (NASDAQ: HNH) (?HNH?), a diversified global industrial company, and SL Industries, Inc. (NYSE MKT: SLI) (the ?Company? or

April 7, 2016 EX-10.1

TENDER AGREEMENT

ex101to8k0644704804042016.htm Exhibit 10.1 TENDER AGREEMENT This Tender Agreement (this “Agreement”), is dated as of April 6, 2016, by and among Handy & Harman Ltd., a Delaware corporation (“Parent”), Handy & Harman Group Ltd., a Delaware corporation and a wholly owned Subsidiary of Parent (“AcquisitionCo”), SLI Acquisition Co., a Delaware corporation and a wholly owned subsidiary of AcquisitionCo

April 7, 2016 SC TO-C

Handy & Harman O-C

form8k0644704804042016.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): April 6, 2016 Handy & Harman Ltd. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorpor

April 7, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among HANDY & HARMAN LTD., HANDY & HARMAN GROUP LTD., SLI ACQUISITION CO. SL INDUSTRIES, INC. Dated as of April 6, 2016

ex21to8k0644704804042016.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among HANDY & HARMAN LTD., HANDY & HARMAN GROUP LTD., SLI ACQUISITION CO. and SL INDUSTRIES, INC. Dated as of April 6, 2016 Table of Contents Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions. 2 ARTICLE II THE OFFER AND THE MERGER 8 SECTION 2.01 The Offer. 8 SECTION 2.02 Offer Documents. 9 SECTION 2.03 Company Actions

April 7, 2016 EX-99.1

HANDY & HARMAN LTD. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE SL INDUSTRIES, INC. Handy & Harman to Commence Tender Offer for SL Industries Common Stock at $40.00 Per Share

EX-99.1 4 ex991to8k0644704804042016.htm Exhibit 99.1 HANDY & HARMAN LTD. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE SL INDUSTRIES, INC. Handy & Harman to Commence Tender Offer for SL Industries Common Stock at $40.00 Per Share WHITE PLAINS, New York – April 7, 2016 — Handy & Harman Ltd. (NASDAQ: HNH) (“HNH”), a diversified global industrial company, and SL Industries, Inc. (NYSE MKT: SLI) (the “C

March 23, 2016 EX-10.1

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

ex101to8k0644700303232016.htm Exhibit 10.1 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Third Amendment to Amended and Restated Credit Agreement (the ?Amendment?) is made as of this 23rd day of March, 2016, by and among HANDY & HARMAN GROUP LTD., a Delaware corporation (the ?Borrower?), each of the GUARANTORS listed on the signature pages hereto (collectively, the ?Guarantors? and

March 23, 2016 8-K

Handy & Harman (Current Report/Significant Event)

form8k0644700303232016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): March 23, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction (Commission (IRS Employer of inco

March 15, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 a8-klettertoshareholders.htm 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): March 15, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdictio

March 15, 2016 EX-99.1

March 15, 2016

Exhibit Exhibit 99.1 March 15, 2016 To the Shareholders of Handy & Harman: For the year ended December 31, 2015, net sales were $649.5 million, as compared to $600.5 million in 2014. Income from continuing operations before tax and equity investment was $41.5 million, as compared to $39.3 million in 2014. Income from continuing operations, net of tax, for the year was $17.0 million, or $1.49 per b

February 26, 2016 EX-99.1

Three Months Ended

EX-99.1 2 exhibit991q42015pressrelea.htm EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports Fourth Quarter and Year End 2015 Financial Results and Outlook for 2016 WHITE PLAINS, N.Y., February 26, 2016 - Handy & Harman Ltd. (NASDAQ(CM): HNH); ("HNH" or the "Company"), a diversified global industrial company, today announced operating results for the fou

February 26, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 26, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File

February 26, 2016 10-K

Handy & Harman 10-K (Annual Report)

10-K 1 hnh1231201510k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File N

February 26, 2016 EX-99.1

ModusLink Global Solutions, Inc. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 ModusLink Global Solutions, Inc. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firms 1 Consolidated Balance Sheets at July 31, 2015 and 2014 3 Consolidated Statements of Operations for the years ended July 31, 2015, 2014, and 2013 4 Consolidated Statements of Comprehensive Loss for the years ended July 31, 2015, 2014 and 2013 5 Con

February 26, 2016 EX-21.1

HANDY & HARMAN LTD. Schedule of Subsidiaries (as of December 31, 2015)

Exhibit 21.1 HANDY & HARMAN LTD. Schedule of Subsidiaries (as of December 31, 2015) WHX CS CORPORATION, a Delaware corporation. HANDY & HARMAN GROUP, LTD., a Delaware corporation (“HHG”). HANDY & HARMAN, a New York corporation (“HANDY & HARMAN”), a direct subsidiary of HHG. BAIRNCO LLC, a Delaware limited liability company (“BAIRNCO”), a direct subsidiary of HHG. HANDY & HARMAN HOLDING CORPORATION

February 25, 2016 EX-10.1

AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT

ex101to8k0644700102242016.htm Exhibit 10.1 AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (the ?Agreement?), effective as of February 23, 2016, is by and between SPH Services, Inc. (?SPH Services?), a Delaware corporation, having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022, and Handy & Harman Ltd., a Delaware cor

February 25, 2016 8-K/A

Handy & Harman A (Current Report/Significant Event)

form8k0644700102242016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other

February 24, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

hnh201602248k.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): February 23, 2016 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation

February 24, 2016 EX-10.1

AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (the “Agreement”), effective as of February 23, 2016, is by and between SPH Services, Inc. (“SPH Services”), a Delaware corporation, having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022, and Handy & Harman Ltd., a Delaware

October 29, 2015 EX-99.1

Three Months Ended

Exhibit Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports Third Quarter Financial Results and Outlook for Full Year WHITE PLAINS, N.Y., October 29, 2015 - Handy & Harman Ltd. (NASDAQ(CM): HNH); ("HNH" or the "Company"), a diversified global industrial company, today announced operating results for the third quarter and nine months ended September 30, 2015 , which a

October 29, 2015 8-K

Handy & Harman 8-K (Current Report/Significant Event)

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): October 29, 2015 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission F

October 7, 2015 CORRESP

Handy & Harman ESP

cor0644705110072015.htm HANDY & HARMAN LTD. 1133 Westchester Avenue, Suite N222 White Plains, New York 10604 October 7, 2015 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jay Ingram Re: Handy & Harman Ltd. Registration Statement on Form S-3 File No. 333-207211 Mr. Ingram: The undersigned Registrant under the above-

September 30, 2015 S-3

Handy & Harman

s30644705109302015.htm As filed with the Securities and Exchange Commission on September 30, 2015 Registration No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) DELAWARE 13-3768097 (State or other jurisdiction of incorporation

September 3, 2015 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2015 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporatio

September 3, 2015 EX-99.2

FINANCIAL STATEMENTS OF JPS INDUSTRIES, INC. As of and for the six months ended May 2, 2015 May 3, 2014 JPS Industries, Inc. Condensed Consolidated Financial Statements As of and for the three and six month periods ended May 2, 2015 and May 3, 2014 I

Exhibit EXHIBIT 99.2 FINANCIAL STATEMENTS OF JPS INDUSTRIES, INC. As of and for the six months ended May 2, 2015 and May 3, 2014 JPS Industries, Inc. Condensed Consolidated Financial Statements As of and for the three and six month periods ended May 2, 2015 and May 3, 2014 Index to Condensed Consolidated Financial Statements Page Condensed Consolidated Balance Sheets At May 2, 2015 and November 1,

September 3, 2015 EX-99.1

FINANCIAL STATEMENTS OF JPS INDUSTRIES, INC. As of and for the years ended November 1, 2014 November 2, 2013 Independent Auditor’s Report

Exhibit EXHIBIT 99.1 FINANCIAL STATEMENTS OF JPS INDUSTRIES, INC. As of and for the years ended November 1, 2014 and November 2, 2013 Independent Auditor’s Report Board of Directors and Stockholders JPS Industries, Inc. Greenville, South Carolina Report on the Financial Statements We have audited the accompanying consolidated financial statements of JPS Industries, Inc. and its subsidiaries which

August 4, 2015 8-K/A

Handy & Harman A (Current Report/Significant Event)

form8ka0644705207022015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2015 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other juri

August 4, 2015 SC 13D/A

HNH / Handy & Harman Ltd. / STEEL PARTNERS HOLDINGS L.P. - AMENDMENT NO. 31 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 31)1 Handy & Harman Ltd. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 410315105 (CUSIP Number) Warren G. Lichtenstein Stee

July 29, 2015 EX-99.1

Three Months Ended

Exhibit 99.1 - 2Q15 Press Release Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports Second Quarter Financial Results and Outlook for 2015 WHITE PLAINS, N.Y., July 29, 2015 - Handy & Harman Ltd. (NASDAQ(CM): HNH); ("HNH" or the "Company"), a diversified global industrial company, today announced operating results for the second quarter and six months ended June 30,

July 29, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Q2 2015 Press Release 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 16, 2015 EX-3.1

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION HANDY & HARMAN LTD. Pursuant to Section 242 of the General Corporation Law of the State of Delaware

ex31to8k0644700307142015.htm Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF HANDY & HARMAN LTD. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Handy & Harman Ltd. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows: 1. The name of the Corpor

July 16, 2015 8-K

Handy & Harman (Current Report/Significant Event)

form8k0644700307142015.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): July 14, 2015 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorpor

July 2, 2015 8-K

Handy & Harman (Current Report/Significant Event)

form8k0644705207022015.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): July 2, 2015 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorpora

July 2, 2015 EX-99.1

HANDY & HARMAN LTD. COMPLETES ACQUISITION OF JPS INDUSTRIES, INC.

ex991to8k0644705207022015.htm Exhibit 99.1 HANDY & HARMAN LTD. COMPLETES ACQUISITION OF JPS INDUSTRIES, INC. WHITE PLAINS, New York – July 2, 2015 — Handy & Harman Ltd. (NASDAQ: HNH) (“HNH”), a diversified global industrial company, and JPS Industries, Inc. (formerly Pink Sheets: JPST) (the “Company” or “JPS”), a leading manufacturer of composite materials, announced today the successful completio

June 24, 2015 DEF 14C

Handy & Harman 14C

defa14c0644705206242015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement HANDY

June 10, 2015 PRE 14C

Handy & Harman 14C

pre14c0644705206092015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule14c-5(d)(2)) ? Definitive Information Statement HANDY &

June 4, 2015 SC 13D/A

HNH / Handy & Harman Ltd. / STEEL PARTNERS HOLDINGS L.P. - AMENDMENT NO. 30 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 30)1 Handy & Harman Ltd. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 410315105 (CUSIP Number) Warren G. Lichtenstein Stee

June 4, 2015 EX-99.1

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Handy & Harman Ltd. This Joint Filing Agreement shall be filed as

June 1, 2015 EX-99.1

HANDY & HARMAN LTD. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE JPS INDUSTRIES, INC. Announces Termination of Previously Commenced Tender Offer to Purchase Shares of JPS Industries

ex991to8k06447008a05312015.htm Exhibit 99.1 PRESS RELEASE HANDY & HARMAN LTD. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE JPS INDUSTRIES, INC. Announces Termination of Previously Commenced Tender Offer to Purchase Shares of JPS Industries WHITE PLAINS, New York ? June 1, 2015 ? Handy & Harman Ltd. (NASDAQ: HNH) (?HNH?), a diversified global industrial company, and JPS Industries, Inc. (Pink Sheets

June 1, 2015 EX-10.1

EXCHANGE AGREEMENT

EX-10.1 3 ex101to8k06447008a05312015.htm Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement dated as of May 31, 2015, is entered into between Handy & Harman Group, Ltd., a Delaware corporation (“HNH Group”), and SPH Group Holdings LLC, a Delaware limited liability company (“Steel”, and together with HNH Group, the “Parties”). WHEREAS, as of the date hereof, JPS Industries, Inc., a Delaware co

June 1, 2015 8-K

Handy & Harman (Current Report/Significant Event)

form8k06447008a05312015.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 31, 2015 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorpor

June 1, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER dated as of May 31, 2015, HANDY & HARMAN LTD., HANDY & HARMAN GROUP, LTD., HNH GROUP ACQUISITION LLC, HNH GROUP ACQUISITION SUB LLC, JPS INDUSTRIES, INC.

ex21to8k06447008a05312015.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of May 31, 2015, among HANDY & HARMAN LTD., HANDY & HARMAN GROUP, LTD., HNH GROUP ACQUISITION LLC, HNH GROUP ACQUISITION SUB LLC, and JPS INDUSTRIES, INC. TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 SECTION 1.01. The Merger 2 SECTION 1.02. Merger Closing 2 SECTION 1.03. Certificate of Merger 2 SECTION 1.04. Organizat

May 29, 2015 8-K

Handy & Harman 8-K (Current Report/Significant Event)

8-K 2015 Annual Meeting UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 29, 2015 EX-1.01

HANDY & HARMAN LTD. CONFLICT MINERALS REPORT (For the Calendar Year Ended December 31, 2014)

Conflict Minerals Report - December 31, 2014 Exhibit 1.01 HANDY & HARMAN LTD. CONFLICT MINERALS REPORT (For the Calendar Year Ended December 31, 2014) Introduction Handy & Harman Ltd. ("HNH" or the "Company"), through its wholly-owned operating subsidiaries, is a diversified manufacturer of engineered niche industrial products. As of December 31, 2014, HNH's primary product portfolio consisted of

May 29, 2015 SD

Handy & Harman SD

Form SD - December 31, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 29, 2015 EX-3.1

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION HANDY & HARMAN LTD. Pursuant to Section 242 of the General Corporation Law of the State of Delaware

Exhibit 3.1 Certificate of Amendment to the Certificate of Incorporation of HNH Ltd. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF HANDY & HARMAN LTD. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Handy & Harman Ltd. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, d

May 5, 2015 EX-10.1

SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENT

ex101to8k0644700305032015.htm Exhibit 10.1 SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENT This Second Amendment to Management Services Agreement (this ?Amendment?) is dated as of May 3, 2015, and is between SP Corporate Services LLC (?SP Corporate?), a Delaware limited liability company having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022, and Handy & Harman Ltd., a Dela

May 5, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

form8k0644700305032015.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 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporat

April 30, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Q1 2015 Press Release 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 30, 2015 EX-99.1

Three Months Ended

Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports First Quarter Financial Results and Outlook for 2015 WHITE PLAINS, N.Y., April 30, 2015 - Handy & Harman Ltd. (NASDAQ(CM): HNH); ("HNH" or the "Company"), a diversified global industrial company, today announced operating results for the first quarter ended March 31, 2015 , which are summarized in the following para

April 29, 2015 DEF 14A

Handy & Harman 14A

def14a0644700304282015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminar

April 17, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K Glen Kassan Board Resignation April 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 9, 2015 SC 13D/A

MLNK / ModusLink Global Solutions, Inc. / HANDY & HARMAN LTD. - SCHEDULE 13D/A Activist Investment

hnh20150309sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 20)1 ModusLink Global Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 60786L1

February 27, 2015 EX-99.1

Three Months Ended

Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports Fourth Quarter and Year End 2014 Financial Results and Outlook for 2015 WHITE PLAINS, N.Y., February 27, 2015 - Handy & Harman Ltd. (NASDAQ(CM): HNH); ("HNH" or the "Company"), a diversified global industrial company, today announced operating results for the fourth quarter and year ended December 31, 2014, which ar

February 27, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 27, 2015 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File

February 12, 2015 SC 13D/A

MLNK / ModusLink Global Solutions, Inc. / HANDY & HARMAN LTD. - SCHEDULE 13D/A Activist Investment

hnh20150212sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 19)1 ModusLink Global Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 60786L1

February 11, 2015 SC 13D/A

MLNK / ModusLink Global Solutions, Inc. / HANDY & HARMAN LTD. - SCHEDULE 13D/A Activist Investment

hnh20150211sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 18)1 ModusLink Global Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 60786L1

February 9, 2015 DEF 14C

HNH / Handy & Harman Ltd. DEF 14C - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement HANDY & HARMAN LTD. (Name of Regi

January 27, 2015 EX-2.2

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of January 22, 2015, to that certain Stock Purchase Agreement, dated as of December 18, 2014, by and among Rogers Corporation, a Massachusetts Corporation (“Buyer”), Handy & Harman Group Ltd., a Delaware corporation (“H&H Group”), and Bairnco Corporation, a Delaware corporation (“Bairnco”) (the “Purchase

January 27, 2015 EX-99.1

HANDY & HARMAN LTD. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

EXHIBIT 99.1 HANDY & HARMAN LTD. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On January 22, 2015, Handy & Harman Ltd. ("HNH") completed the previously announced sale of Arlon, LLC ("Arlon") to Rogers Corporation ("Rogers") for $157 million in cash. The operations of Arlon comprised substantially all of HNH's former Arlon Electronic Materials segment, which manufactures high pe

January 27, 2015 EX-99.2

Handy & Harman Ltd. Announces Sale of Arlon, LLC

Handy & Harman Ltd. Announces Sale of Arlon, LLC WHITE PLAINS, N.Y.-(BUSINESS WIRE)-Handy & Harman Ltd. (NASDAQ:HNH) (“HNH” or the “Company”) announced today that it has finalized the sale of its subsidiary Arlon, LLC to Rogers Corporation. HNH previously announced the signing of the definitive agreement on December 19, 2014. The total transaction value is $157,000,000 (subject to customary closin

January 27, 2015 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 22, 2015 Handy & Harman Ltd.

January 27, 2015 PRE 14C

HNH / Handy & Harman Ltd. PRE 14C - - PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement HANDY & HARMAN LTD. (Name of Regi

January 26, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 22, 2015 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File

January 26, 2015 EX-99.1

Handy & Harman Ltd. Commences Fully-Financed Tender Offer for Up to 10,028,724 Shares, or Approximately 96.5% of the Outstanding Shares, of JPS Industries, Inc. for $10.00 per Share

Exhibit 99.1 Handy & Harman Ltd. Commences Fully-Financed Tender Offer for Up to 10,028,724 Shares, or Approximately 96.5% of the Outstanding Shares, of JPS Industries, Inc. for $10.00 per Share Today’s Commencement of Handy & Harman’s Tender Offer Marks the First Step Towards Providing JPS’ Unaffiliated Stockholders with Substantial Value and Immediate Liquidity for Their JPS Investment At JPS’ U

January 26, 2015 EX-10.1

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Second Amendment to Amended and Restated Credit Agreement (the “Amendment”) is made as of this 22nd day of January, 2015, by and among HANDY & HARMAN GROUP LTD., a Delaware corporation (the “Borrower”), each of the each of the EXISTING GUARANTORS listed on the signature pages hereto (each, an “Existing Guarantor” and colle

January 7, 2015 EX-99.1

AMENDMENT NO.1 Settlement Agreement

Exhibit 99.1 AMENDMENT NO.1 TO Settlement Agreement AMENDMENT NO. 1 to Settlement Agreement (the “Agreement”) dated January 5, 2015 (this “Amendment”) by and between ModusLink Global Solutions, Inc., a Delaware corporation (the “Company”), and Handy & Harman Ltd., a Delaware corporation (“HNH” and together with the parties listed on Exhibit A thereto, the “Stockholder”). Each of the Company and th

January 7, 2015 SC 13D/A

MLNK / ModusLink Global Solutions, Inc. / HANDY & HARMAN LTD. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 17)1 ModusLink Global Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 60786L107 (CUSIP Number) Warr

December 31, 2014 8-K

Financial Statements and Exhibits, Other Events

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): December 30, 2014 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File

December 31, 2014 EX-99.1

Handy & Harman Ltd. Submits Proposal To Acquire JPS Industries For $10.00 Per Share In Cash

Exhibit 99.1 Handy & Harman Ltd. Submits Proposal To Acquire JPS Industries For $10.00 Per Share In Cash WHITE PLAINS, N.Y., Dec. 30, 2014 - Handy & Harman Ltd. (HNH) (“HNH” or the “Company”), a diversified global industrial company, today announced that it has sent a letter to JPS Industries, Inc. (“JPS”) (Pink Sheets: JPST) stating its willingness to enter into a definitive merger agreement with

December 22, 2014 EX-2.1

______________________________________________________________________ STOCK PURCHASE AGREEMENT by and among HANDY & HARMAN GROUP LTD., BAIRNCO CORPORATION ROGERS CORPORATION Dated as of December 18, 2014 Table of Contents

EX-2.1 2 ex2-1.htm Execution Version STOCK PURCHASE AGREEMENT by and among HANDY & HARMAN GROUP LTD., BAIRNCO CORPORATION and ROGERS CORPORATION Dated as of December 18, 2014 Table of Contents Page Article 1 PURCHASE AND SALE OF SHARES 2 1.01 Purchase and Sale of Shares 2 1.02 Closing and Final Consideration 2 1.03 The Closing 6 Article 2 CONDITIONS PRECEDENT TO CLOSING 7 2.01 Conditions to Buyer'

December 22, 2014 EX-99.1

Handy & Harman Ltd. Announces Sale of Arlon, LLC

Handy & Harman Ltd. Announces Sale of Arlon, LLC December 19, 2014 08:00 AM Eastern Standard Time WHITE PLAINS, N.Y.-(BUSINESS WIRE)-Handy & Harman Ltd. (NASDAQ:HNH) (“HNH” or the “Company”) announced today that it has entered into a definitive agreement with Rogers Corporation under which Rogers will purchase HNH’s subsidiary Arlon, LLC, for a total transaction value of $157,000,000 (subject to c

December 22, 2014 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 18, 2014 Handy & Harman Ltd.

November 25, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 24, 2014 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File

November 25, 2014 EX-10.1

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 2 ex101to8k0644700311242014.htm FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This First Amendment to Amended and Restated Credit Agreement (the “Amendment”) is made as of this 24th day of November, 2014, by and among HANDY & HARMAN GROUP LTD., a Delaware corporation (the “Borrower”), each of the GUARANTORS listed on the signature pages hereto (each, a “Guarantor” and collective

October 30, 2014 EX-99.1

Three Months Ended

EX-99.1 2 exhibit991-3q14pressrelease.htm EXHIBIT Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports Third Quarter Financial Results and Outlook for Full Year WHITE PLAINS, N.Y., October 30, 2014 - Handy & Harman Ltd. (NASDAQ(CM): HNH); ("HNH" or the "Company"), a diversified global industrial company, today announced operating results for the third quarter and nine

October 30, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 30, 2014 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File

September 19, 2014 CORRESP

HNH / Handy & Harman Ltd. CORRESP - -

September 19, 2014 VIA EDGAR AND FEDEX Melissa N. Rocha Senior Assistant Chief Accountant Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 RE: Handy & Harman, Ltd. Form 10-K for the Year Ended December 31, 2013 Filed February 28, 2014 Definitive Proxy Statement on Schedule 14A Filed April 7, 2014 File No. 1-2394 Dear Ms. Rocha

September 12, 2014 SC 13D/A

HNH / Handy & Harman Ltd. / STEEL PARTNERS HOLDINGS L.P. - SCHEDULE 13D/A Activist Investment

splp20140912sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 29)1 Handy & Harman Ltd. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 410315105 (CUSIP Number) Warr

September 11, 2014 EX-99.(A)(5)(D)

Handy & Harman Ltd. Announces Final Results of Tender Offer

Exhibit (a)(5)(D) Handy & Harman Ltd. Announces Final Results of Tender Offer White Plains, New York, September 11, 2014 – Handy & Harman Ltd. (NASDAQ: HNH) (“HNH” or the “Company”) announced today the final results of its previously announced tender offer to purchase for cash up to $60 million in value of its common stock, par value $0.01 per share, at a price of $26.00 per share. The tender offe

September 11, 2014 SC TO-I/A

HNH / Handy & Harman Ltd. SC TO-I/A - -

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Handy & Harman Ltd. (Name of Subject Company) Handy & Harman Ltd. (Names of Filing Persons - Offeror) Common Stock, Par Value $0.01 (Title of Class of Securities) 410315105 (CUSIP Number of Class of S

September 10, 2014 SC 13D/A

HNH / Handy & Harman Ltd. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) Handy & Harman Ltd. (formerly WHX Corporation) (Name of Issuer) Common Stock (Title of Class of Securities) 410315105 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of

September 8, 2014 SC TO-I/A

HNH / Handy & Harman Ltd. SC TO-I/A - - SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Handy & Harman Ltd. (Name of Subject Company) Handy & Harman Ltd. (Names of Filing Persons - Offeror) Common Stock, Par Value $0.01 (Title of Class of Securities) 410315105 (CUSIP Number of Class of S

September 8, 2014 EX-99.(A)(5)(C)

Handy & Harman Ltd. Announces Preliminary Results of Tender Offer

Exhibit (a)(5)(C) Handy & Harman Ltd. Announces Preliminary Results of Tender Offer White Plains, New York, September 8, 2014 – Handy & Harman Ltd. (NASDAQ: HNH) (“HNH” or the “Company”) announced today the preliminary results of its previously announced tender offer to purchase for cash up to $60 million in value of its common stock, par value $0.01 per share, at a price of $26.00 per share. The

September 2, 2014 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 29, 2014 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File N

September 2, 2014 EX-4.1

$365,000,000 REVOLVING CREDIT FACILITY AMENDED & RESTATED CREDIT AGREEMENT by and among HANDY & HARMAN GROUP LTD., as the Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, THE LENDERS PARTY HERETO PNC BANK, NATIONAL ASSOCIATION, as Administrat

Exhibit 4.1 EXECUTION VERSION $365,000,000 REVOLVING CREDIT FACILITY AMENDED & RESTATED CREDIT AGREEMENT by and among HANDY & HARMAN GROUP LTD., as the Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, PNC CAPITAL MARKETS LLC, as Sole Bookrunner, PNC CAPITAL MARKETS LLC, U.S. BANK, NATIONAL ASSOCIATION, RB

September 2, 2014 SC TO-I/A

HNH / Handy & Harman Ltd. SC TO-I/A - -

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Handy & Harman Ltd. (Name of Subject Company) Handy & Harman Ltd. (Names of Filing Persons - Offeror) Common Stock, Par Value $0.01 (Title of Class of Securities) 410315105 (CUSIP Number of Class of S

August 21, 2014 EX-99.(A)(1)(F)

Supplement to the Offer to Purchase for Cash Handy & Harman Ltd. Increase the Cash Purchase Price to $26.00 per share Up to $60 Million in Value of Shares of its Common Stock The Offer, Proration Period and Withdrawal Rights will Expire at 5:00 P.M.,

EX-99.(A)(1)(F) 2 exa1ftoia20644705008192014.htm SUPPLEMENT TO THE OFFER TO PURCHASE Exhibit (a)(1)(F) Supplement to the Offer to Purchase for Cash by Handy & Harman Ltd. to Increase the Cash Purchase Price to $26.00 per share for Up to $60 Million in Value of Shares of its Common Stock The Offer, Proration Period and Withdrawal Rights will Expire at 5:00 P.M., Eastern Time, on September 5, 2014,

August 21, 2014 EX-99.(A)(1)(H)

AMENDED NOTICE OF GUARANTEED DELIVERY TENDER OF SHARES OF COMMON STOCK HANDY & HARMAN LTD. PURSUANT TO ITS OFFER TO PURCHASE, DATED AUGUST 7, 2014, AS AMENDED AND SUPPLEMENTED BY THE SUPPLEMENT TO THE OFFER TO PURCHASE, DATED AUGUST 21, 2014 THE OFFE

EX-99.(A)(1)(H) 4 exa1htoia20644705008192014.htm AMENDED NOTICE OF GUARANTEED DELIVERY Exhibit (a)(1)(H) AMENDED NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK BY HANDY & HARMAN LTD. PURSUANT TO ITS OFFER TO PURCHASE, DATED AUGUST 7, 2014, AS AMENDED AND SUPPLEMENTED BY THE SUPPLEMENT TO THE OFFER TO PURCHASE, DATED AUGUST 21, 2014 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIG

August 21, 2014 EX-99.(A)(1)(I)

Offer to Purchase for Cash by HANDY & HARMAN LTD. Up to $60 Million in Value of Shares of its Common Stock At a Purchase Price of $26.00 per Share The Offer, Proration Period and Withdrawal Rights will Expire at 5:00 P.M., Eastern Time, on September

Exhibit (a)(1)(I) Offer to Purchase for Cash by HANDY & HARMAN LTD. Up to $60 Million in Value of Shares of its Common Stock At a Purchase Price of $26.00 per Share The Offer, Proration Period and Withdrawal Rights will Expire at 5:00 P.M., Eastern Time, on September 5, 2014, Unless the Offer is Extended (the “Expiration Date”) August 21, 2014 To Brokers, Dealers, Commercial Banks, Trust Companies

August 21, 2014 SC TO-I/A

HNH / Handy & Harman Ltd. SC TO-I/A - - SCHEDULE TO-I/A 2

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Handy & Harman Ltd. (Name of Subject Company) Handy & Harman Ltd. (Names of Filing Persons - Offeror) Common Stock, Par Value $0.01 (Title of Class of Securities) 410315105 (CUSIP Number of Class of S

August 21, 2014 EX-99.(A)(1)(J)

Offer to Purchase for Cash HANDY & HARMAN LTD. Up to $60 Million in Value of Shares of its Common Stock At a Purchase Price of $26.00 per Share The Offer, Proration Period and Withdrawal Rights will Expire at 5:00 P.M., Eastern Time, on September 5,

EX-99.(A)(1)(J) 6 exa1jtoia20644705008192014.htm SUPPLEMENTAL FORM OF LETTER TO CLIENTS Exhibit (a)(1)(J) Offer to Purchase for Cash by HANDY & HARMAN LTD. Up to $60 Million in Value of Shares of its Common Stock At a Purchase Price of $26.00 per Share The Offer, Proration Period and Withdrawal Rights will Expire at 5:00 P.M., Eastern Time, on September 5, 2014, Unless the Offer is Extended (the “

August 21, 2014 EX-99.(A)(1)(G)

AMENDED LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK HANDY & HARMAN LTD. PURSUANT TO THE OFFER TO PURCHASE FOR CASH, DATED AUGUST 7, 2014, AS AMENDED AND SUPPLEMENTED BY THE SUPPLEMENT TO THE OFFER TO PURCHASE, DATED AUGUST 21, 2014. THE OF

EX-99.(A)(1)(G) 3 exa1gtoia20644705008192014.htm FORM OF AMENDED LETTER OF TRANSMITTAL Exhibit (a)(1)(G) AMENDED LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK OF HANDY & HARMAN LTD. PURSUANT TO THE OFFER TO PURCHASE FOR CASH, DATED AUGUST 7, 2014, AS AMENDED AND SUPPLEMENTED BY THE SUPPLEMENT TO THE OFFER TO PURCHASE, DATED AUGUST 21, 2014. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHT

August 19, 2014 SC TO-I/A

HNH / Handy & Harman Ltd. SC TO-I/A - -

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Handy & Harman Ltd. (Name of Subject Company) Handy & Harman Ltd. (Names of Filing Persons - Offeror) Common Stock, Par Value $0.01 (Title of Class of Securities) 410315105 (CUSIP Number of Class of S

August 19, 2014 EX-99.(A)(5)(B)

HANDY & HARMAN LTD. ANNOUNCES INCREASE IN TENDER OFFER PRICE

EX-99.(A)(5)(B) 2 ex991toia10644705008192014.htm Exhibit (a)(5)(B) HANDY & HARMAN LTD. ANNOUNCES INCREASE IN TENDER OFFER PRICE White Plains, New York, August 19, 2014 – Handy & Harman Ltd. (NASDAQ: HNH) (“HNH” or the “Company”) announced today that it has amended its previously announced tender offer to increase the price at which it will purchase shares of its common stock, par value $0.01 per s

August 7, 2014 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY TENDER OF SHARES OF COMMON STOCK HANDY & HARMAN LTD. PURSUANT TO ITS OFFER TO PURCHASE DATED AUGUST 7, 2014 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON SEPTEMBER 5, 2014,

Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK BY HANDY & HARMAN LTD.

August 7, 2014 EX-99.(A)(1)(A)

Offer to Purchase for Cash Handy & Harman Ltd. Up to $60 Million in Value of Shares of its Common Stock At a Purchase Price of $24.00 per Share The Offer, Proration Period and Withdrawal Rights will Expire at 5:00 P.M., Eastern Time, on September 5,

Exhibit (a)(1)(A) Offer to Purchase for Cash by Handy & Harman Ltd. Up to $60 Million in Value of Shares of its Common Stock At a Purchase Price of $24.00 per Share The Offer, Proration Period and Withdrawal Rights will Expire at 5:00 P.M., Eastern Time, on September 5, 2014, Unless the Offer is Extended Handy & Harman Ltd., a Delaware corporation (“we,” “us,” “our,” or the “Company”) is offering

August 7, 2014 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK HANDY & HARMAN LTD. PURSUANT TO THE OFFER TO PURCHASE FOR CASH DATED AUGUST 7, 2014 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON SEPTEMBER 5, 2014,

Exhibit (a)(1)(B) LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK OF HANDY & HARMAN LTD.

August 7, 2014 SC TO-C

HNH / Handy & Harman Ltd. SC TO-C - - SC TO-C

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Handy & Harman Ltd. (Name of Subject Company) Handy & Harman Ltd. (Names of Filing Persons - Offeror) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 410315105 (CUSIP Number of C

August 7, 2014 EX-99.(A)(1)(D)

Offer to Purchase for Cash by HANDY & HARMAN LTD. Up to $60 Million in Value of Shares of its Common Stock At a Purchase Price of $24.00 per Share The Offer, Proration Period and Withdrawal Rights will Expire at 5:00 P.M., Eastern Time, on September

Exhibit (a)(1)(D) Offer to Purchase for Cash by HANDY & HARMAN LTD. Up to $60 Million in Value of Shares of its Common Stock At a Purchase Price of $24.00 per Share The Offer, Proration Period and Withdrawal Rights will Expire at 5:00 P.M., Eastern Time, on September 5, 2014, Unless the Offer is Extended (the “Expiration Date”) August 7, 2014 To Brokers, Dealers, Commercial Banks, Trust Companies

August 7, 2014 EX-99.(A)(1)(E)

Offer to Purchase for Cash HANDY & HARMAN LTD. Up to $60 Million in Value of Shares of its Common Stock At a Purchase Price of $24.00 per Share The Offer, Proration Period and Withdrawal Rights will Expire at 5:00 P.M., Eastern Time, on September 5,

Exhibit (a)(1)(E) Offer to Purchase for Cash by HANDY & HARMAN LTD. Up to $60 Million in Value of Shares of its Common Stock At a Purchase Price of $24.00 per Share The Offer, Proration Period and Withdrawal Rights will Expire at 5:00 P.M., Eastern Time, on September 5, 2014, Unless the Offer is Extended (the “Expiration Date”) August 7, 2014 To Our Clients: Enclosed for your consideration are the

August 7, 2014 SC TO-I

HNH / Handy & Harman Ltd. SC TO-I - - SCHEDULE TO-I

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Handy & Harman Ltd. (Name of Subject Company) Handy & Harman Ltd. (Names of Filing Persons - Offeror) Common Stock, Par Value $0.01 (Title of Class of Securities) 410315105 (CUSIP Number of Class of Se

August 6, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 5, 2014 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Nu

August 6, 2014 EX-4.1

THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 4.1 EXECUTION VERSION THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement (the “Amendment”) is made as of this 5th day of August, 2014, by and among HANDY & HARMAN GROUP LTD., a Delaware corporation (the “Borrower”), each of the GUARANTORS listed on the signature pages hereto (the “Guarantors” and each is individually referred to herein as a “Guarantor”, and togeth

July 31, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 31, 2014 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Num

June 9, 2014 8-K

Other Events - 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 6, 2014 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Numb

June 5, 2014 EX-99

Joint Filing Agreement

ex99-1.htm Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01, of ModusLink Global Solutions, Inc. This Joint Filing Agreement shal

June 5, 2014 SC 13D/A

MLNK / ModusLink Global Solutions, Inc. / HANDY & HARMAN LTD. - SCHEDULE 13D/A Activist Investment

hnh20140605sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 16)1 ModusLink Global Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 60786L1

June 4, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant -

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 3, 2014 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Numb

June 4, 2014 EX-99.2

Pledge Agreement (Stocks, Bonds and Commercial Paper)

Exhibit 99.2 Pledge Agreement (Stocks, Bonds and Commercial Paper) THIS PLEDGE AGREEMENT, dated as of this 3rd day of June, 2014, is made by WHX CS CORP., (the “Pledgor”), with an address at 590 Madison Avenue, 32nd Floor, New York, NY 10022, in favor of PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the benefit of the Lenders (as defined in the Credit Agreement (defined below)) (the

June 4, 2014 EX-99.1

$15,000,000 TERM LOAN FACILITY CREDIT AGREEMENT by and among WHX CS CORP. AND THE OTHER ENTITIES JOINED AS A BORROWER FROM TIME TO TIME THE LENDERS PARTY HERETO PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of June 3, 2014 TABLE OF

EX-99.1 2 ex991to8k0644706032014.htm Exhibit 99.1 $15,000,000 TERM LOAN FACILITY CREDIT AGREEMENT by and among WHX CS CORP. AND THE OTHER ENTITIES JOINED AS A BORROWER FROM TIME TO TIME and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of June 3, 2014 TABLE OF CONTENTS Page 1. CERTAIN DEFINITIONS 1 1.1 Certain Definitions. 1 1.2 Construction. 17 1.3

May 30, 2014 SD

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1133 Westchester Avenue, Suite N222, White Plains, New York 10604 (Address of prin

May 30, 2014 EX-1.02

HANDY & HARMAN LTD. CONFLICT MINERALS REPORT1 (For the Calendar Year Ended December 31, 2013)

Exhibit 1.02 HANDY & HARMAN LTD. CONFLICT MINERALS REPORT1 (For the Calendar Year Ended December 31, 2013) Introduction Handy & Harman Ltd. ("HNH" or the "Company"), through its wholly-owned operating subsidiaries, is a diversified manufacturer of engineered niche industrial products. HNH's primary product portfolio consists of the following products: brazing alloys and related products; steel tub

May 13, 2014 8-K

Submission of Matters to a Vote of Security Holders - 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): May 13, 2014 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Numb

May 1, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): May 1, 2014 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Numbe

May 1, 2014 EX-99.1

Three Months Ended

Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports First Quarter Financial Results and Outlook for 2014 WHITE PLAINS, N.Y., May 1, 2014 - Handy & Harman Ltd. (NASDAQ(CM): HNH); ("HNH" or the "Company"), a diversified global industrial company, today announced operating results for the first quarter ended March 31, 2014, which are summarized in the following paragrap

April 7, 2014 DEF 14A

- FORM DEF 14A

hnh20140403def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

March 3, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): February 28, 2014 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File

March 3, 2014 EX-99.1

Three Months Ended

Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports Fourth Quarter and Year End 2013 Financial Results and Outlook for 2014 WHITE PLAINS, N.Y., February 28, 2014 - Handy & Harman Ltd. (NASDAQ(CM): HNH); ("HNH" or the "Company"), a diversified global industrial company, today announced operating results for the fourth quarter and year ended December 31, 2013. They are

February 28, 2014 10-K

Handy & Harman 10-K (Annual Report)

HNH 12.31.2013 10K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-2394

November 4, 2013 EX-99.1

Three Months Ended

Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports Third Quarter Financial Results and Outlook for Full Year WHITE PLAINS, N.Y., November 4, 2013 - Handy & Harman Ltd. (NASDAQ(CM): HNH); ("HNH" or the "Company"), a diversified global industrial company, today announced operating results for the third quarter and nine months ended September 30, 2013. They are summari

November 4, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): November 4, 2013 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File

October 29, 2013 SC 13D/A

HNH / Handy & Harman Ltd. / STEEL PARTNERS HOLDINGS L.P. - SCHEDULE 13D/A Activist Investment

splp20131028sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 28)1 Handy & Harman Ltd. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 410315105 (CUSIP Number) Warr

October 29, 2013 EX-99

Joint Filing Agreement

EX-99 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.01 par value per share, of Handy & Harman Ltd. This Joint Fil

October 28, 2013 SC 13D/A

STCN / Steel Connect, Inc. / HANDY & HARMAN LTD. - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 hnh20131028sc13da.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 15)1 ModusLink Global Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Cl

September 13, 2013 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - 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): September 12, 2013 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission Fil

September 13, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 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): September 13, 2013 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission Fil

September 13, 2013 EX-4.1

Principal Remaining:

Exhibit 4.1 SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (the “Amendment”) is made as of this 13th day of September, 2013, by and among HANDY & HARMAN GROUP LTD., a Delaware corporation (the “Borrower”), each of the GUARANTORS listed on the signature pages hereto (the “Guarantors” and each is individually referred to herein as a “Guarantor”, and together with the

September 13, 2013 EX-16.1

September 13, 2013

Exhibit 16.1 September 13, 2013 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Handy & Harman Ltd. File No. 1-2394 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Handy & Harman Ltd., dated September 13, 2013, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ GRANT THORNTON LLP

August 2, 2013 EX-99.1

Three Months Ended

Exhibit 99.1 PRESS RELEASE Source: Handy & Harman Ltd. Handy & Harman Ltd. Reports Second Quarter Financial Results and Outlook for Full Year WHITE PLAINS, N.Y., August 2, 2013 - Handy & Harman Ltd. (NASDAQ(CM): HNH); ("HNH" or the "Company"), a diversified global industrial company, today announced operating results for the second quarter and six months ended ended June 30, 2013. They are summari

August 2, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 2, 2013 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Nu

August 2, 2013 S-8

- S-8

As filed with the Securities and Exchange Commission on August 2, 2013 Registration No.

June 28, 2013 8-K

Other Events - 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 27, 2013 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Num

May 29, 2013 8-K

Other Events - 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): May 29, 2013 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Numb

May 28, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 21, 2013 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Numb

May 28, 2013 EX-10.1

2007 INCENTIVE STOCK PLAN, AS AMENDED

EX-10.1 2 exhibit1012007incentivesto.htm EXHIBIT EXHIBIT 10.1 2007 INCENTIVE STOCK PLAN, AS AMENDED 1. PURPOSE OF THE PLAN. This 2007 Incentive Stock Plan (the “Plan”) is intended as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to Handy & Harman Ltd., a Delaware corporation (the “Company”) and any Subsidiary of the Company, within the mea

May 24, 2013 8-K

Submission of Matters to a Vote of Security Holders -

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 21, 2013 HANDY & HARMAN LTD. (Exact name of registrant as specified in its charter) Delaware 1-2394 13-3768097 (State or other jurisdiction of incorporation) (Commission File Numb

May 21, 2013 EX-99.1

Annual Meeting of Shareholders May 21, 2013 2 This document may contain certain “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 amend

hnh2013meetingfinal Annual Meeting of Shareholders May 21, 2013 2 This document may contain certain “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, that reflect Handy & Harman Ltd.

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