WHITE PLAINS, N.Y., Jan. 11 /PRNewswire-FirstCall/ -- WHX Corporation
(Pink Sheets: WXCP.PK) announced today that its special meeting of
stockholders originally scheduled for January 11, 2008 will be postponed
until January 31, 2008. The special meeting will be held on January 31,
2008 at 11:00 a.m., local time, at the offices of Olshan Grundman Frome
Rosenzweig & Wolosky LLP at Park Avenue Tower, 65 East 55th Street, 2nd
Floor, New York, New York 10022.
The special meeting has been postponed to permit the Company to amend
the proposal to increase the Company's authorized capital stock to be
considered at the special meeting (the "Capitalization Proposal"). The
Capitalization Proposal sought to authorize the Company's Board of
Directors (the "Board"), at its discretion, to amend the Company's Amended
and Restated Certificate of Incorporation to increase the Company's
authorized capital stock from 55,000,000 shares, consisting of 50,000,000
shares of common stock, par value $0.01 per share ("Common Stock") and
5,000,000 shares of preferred stock, par value $0.01 per share ("Preferred
Stock"), to a total of 85,000,000 shares, consisting of 80,000,000 shares
of Common Stock and 5,000,000 shares of Preferred Stock. The Company is
amending the Capitalization Proposal to increase the Company's authorized
capital stock from 55,000,000 shares to a total of 100,000,000 shares,
consisting of 95,000,000 shares of Common Stock and 5,000,000 shares of
Preferred Stock.
As explained in the proxy material previously sent to WHX stockholders,
in connection with a proposed rights offering, the Company filed a
Registration Statement on Form S-1 (File No. 333-146803) with the
Securities and Exchange Commission (the "SEC") on October 18, 2007, as
amended, relating to the registration of shares of WHX Common Stock to be
sold for up to $200 million (the "Rights Offering"), issuable upon exercise
of rights to be distributed to holders of record of shares of the Common
Stock as of the record date for the Rights Offering. To have sufficient
authorized but un-issued shares of Common Stock to accommodate the
additional shares, which may be issued pursuant to the Rights Offering, the
Board believed it was necessary to increase its authorized capital.
The Company believes that it is in the best interests of the Company to
increase the Company's authorized capital to 100,000,000 shares to provide
greater flexibility to accommodate the shares that may be issued pursuant
to the Rights Offering.
The Company also announced today that a supplement to the definitive
proxy statement relating to the Capitalization Proposal would be mailed
promptly to describe in greater detail the amendment to the Capitalization
Proposal. Only stockholders of record as of December 10, 2007 will be
entitled to vote at the rescheduled meeting and will receive the
supplemental proxy materials. Stockholders with any questions regarding the
proxy materials should contact the Company's proxy solicitor, MacKenzie
Partners, Inc., toll free at (800) 322-2885 or call collect at (212)
929-5500.
In connection with the Company's solicitation of proxies with respect
to the special meeting of stockholders called in connection with the
Capitalization Proposal, the Company has filed with the SEC, and furnished
to stockholders of WHX, a definitive proxy statement, as described above,
and the Company intends to file with the SEC and distribute to stockholders
a supplement to the definitive proxy statement in the near future.
Stockholders are advised to read the definitive proxy statement distributed
to stockholders and the proxy supplement, when available, because they
contain or will contain important information. Stockholders are able to
obtain a free-of-charge copy of the definitive proxy statement and other
relevant documents filed with the SEC from the SEC's website at
http://www.sec.gov. Stockholders also are able to obtain a free-of-charge
copy of the definitive proxy statement and other relevant documents by
directing a request by mail or telephone to WHX Corporation, 1133
Westchester Avenue, White Plains, NY 10604, Attention: Assistant General
Counsel, or from WHX's website, http://www.whxcorp.com.
WHX and certain of its directors, executive officers and other members
of management and employees may, under the rules of the SEC, be deemed to
be "participants" in the solicitation of proxies from stockholders of WHX
in favor of the Capitalization Proposal. Information regarding the persons
who may be considered "participants" in the solicitation of proxies,
including their beneficial ownership of WHX common stock as of November 30,
2007, is set forth in WHX's definitive proxy statement as filed with the
SEC.
WHX is a holding company that invests in and manages a group of
businesses on a decentralized basis. WHX owns Handy & Harman, which is a
diversified manufacturing company whose strategic business units encompass
three reportable segments: precious metal, tubing and engineered materials.
In April 2007, WHX acquired Bairnco Corporation. Bairnco operates business
units in three reportable segments: Arlon electronic materials, Arlon
coated materials and Kasco replacement products and services.
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. Investors are
cautioned that all forward-looking statements involve risks and
uncertainty, including without limitation, general economic conditions, the
ability of the Company to market and sell its products, and the effects of
competition and pricing. Although the Company believes that the assumptions
underlying the forward-looking statements are reasonable, any of the
assumptions could be inaccurate, and therefore, there cannot be assurance
that any forward-looking statements included in this press release will
prove to be accurate. In light of the significant uncertainties inherent in
any forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be
achieved.
SOURCE WHX Corporation
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Related links:
http://www.whxcorp.com
CONTACT:
James McCabe of WHX Corporation,
+1-914-461-1350
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