Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On February 6, 2007, the Boards of Directors of WHX Corporation (the "COMPANY") and Handy & Harman, its wholly-owned subsidiary ("H&H" and together with the Company, the "Companies"), approved an employment agreement dated as of February 1, 2007 by and among the Company, H&H and James McCabe pursuant to which Mr. McCabe was appointed as Senior Vice President of each of the Companies. On February 1, 2007, Mr. McCabe entered into a one-year employment agreement with each of the Companies, to commence on March 1, 2007, and which by its terms, will automatically extend for successive one-year periods unless earlier terminated pursuant to its terms. The employment agreement provides for an annual salary of no less than $300,000 and an annual bonus to be awarded at the Company's sole discretion, provided that Mr. McCabe's bonus for 2007 will not be less than $100,000 as long as his employment has not been terminated for cause and as long as he has not voluntarily terminated his employment prior to April 1, 2008. In addition, the employment agreement provides for the grant of 50,000 options to purchase Company common stock upon the Company's adoption of a stock option plan and registration of underlying shares by September 30, 2007, or alternatively 50,000 "phantom" options in lieu of such options if such a plan has not been adopted by such date. Mr. McCabe is 43 years of age. From 2004 to 2006, Mr. McCabe served as Vice President of Finance and Treasurer of American Water, NE Region, a division of RWE which is a public utility based in Essen, Germany. Previously, he served as President of Teleflex Aerospace from 2002 to 2003, which manufactures and services turbine components and aircraft cargo systems. Mr. McCabe previously served as Chief Operating Officer of Sermatech International, a surface-engineering/specialty coatings business, from 2000 to 2001, and as its President from 2001 to 2002. ITEM 8.01. OTHER EVENTS. On March 2, 2007, the Company issued a press release, a copy of which is attached hereto as EXHIBIT 99.1, with respect to Mr. McCabe's appointment as Senior Vice President of each of the Companies. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K. Exhibit No. Description ---------- ----------- 99.1 Press Release dated March 2, 2007. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 2, 2007 WHX CORPORATION By: /s/ Robert K. Hynes ---------------------------------- Robert K. Hynes Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ---------- ----------- 99.1 Press Release dated March 2, 2007.