s806447_03092011.htm

As filed with the Securities and Exchange Commission on March 11, 2011

Registration No. 333-___________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

__________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

__________________________

HANDY & HARMAN LTD.

(formerly known as WHX Corporation)

(Exact Name of Registrant as Specified in Its Charter)

Delaware		13-3768097
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

		1133 Westchester Avenue, Suite N222 White Plains, New York 10604
(Address Principal Executive Offices) (Zip Code)

		2007 Incentive Stock Plan, as amended
(Full Title of the Plan)

	Glen Kassan Chief Executive Officer Handy & Harman Ltd. 1133 Westchester Avenue, Suite N222 White Plains, New York 10604 Copy to: Adam W. Finerman, Esq. Olshan Grundman Frome Rosenzweig & Wolosky LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 Telephone: (212) 451-2300 Facsimile: (212) 451-2222
(Name and Address of Agent For Service)

	(914) 461-1300
Telephone Number, Including Area Code of Agent For Service.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Shares to be Registered	Amount to be Registered (1)(2)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value per share	1,120,000	$12.31	$13,787,200	$1,600.69
TOTAL				$1,600.69

(1)

Pursuant to Rule 416(c) of the Securities Act of 1933, as amended, the registration statement also covers such indeterminate additional shares of common stock as may become issuable as a result of any future anti-dilution adjustment in accordance with the terms of the Registrant’s 2007 Incentive Stock Plan, as amended (the “Plan”).

(2)

The number of shares available for the grant of options under the Plan has been increased from 80,000 shares to 1,200,000.

(3)

Pursuant to Rule 457 (h) of the Securities Act of 1933, as amended, the offering price per share, solely for the purpose of calculating the registration fee, is based on the average of the high and low prices of the Registrant’s common stock on the NASDAQ Capital Market on March 7, 2011.

STATEMENT UNDER GENERAL INSTRUCTION E –

REGISTRATION OF ADDITIONAL SECURITIES

Handy & Harman Ltd. (the “Company”) is filing this Registration Statement on Form S-8 to register an additional 1,120,000 shares of its common stock, $0.01 par value per share (“Common Stock”), issuable under the Company’s 2007 Incentive Stock Plan, as amended (the “Plan”). The increase in the number of shares authorized for issuance under the Plan from 80,000 to 1,200,000 was approved by the Company’s stockholders at an annual meeting of the Company’s stockholders held on December 9, 2010. On June 28, 2007, the Company filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (Registration No. 333-144148) (the “Prior Registration Statement”), registering 80,000 shares of Common Stock (as adjusted to give effect to the reverse split of the Common Stock consummated on November 24, 2008), which were to be issued in connection with the Plan.

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

The Commission allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is considered to be part of this prospectus, and information that we file later with the Commission will automatically update and supersede this information. The documents we are incorporating by reference are as follows:

(1)

Our Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 11, 2011;

(2)

Our Current Reports on Form 8-K filed on each of January 4, 2011 and January 28, 2011; and

(3)

The description of our Common Stock in our registration statement on Form 8-A12B, as filed with the Commission on December 4, 2008 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We incorporate by reference the documents listed above and any future filings made by us with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until the sale of all the shares of Common Stock that are part of this offering.

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Item 5. Interests of Named Experts and Counsel

The validity of the shares of Common Stock offered hereby have been passed upon by Olshan Grundman Frome Rosenzweig & Wolosky LLP, New York, New York.

Item 8. Exhibits

Exhibit No. Description

5.1

Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect to legality of the Common Stock.

23.1

Consent of Grant Thornton LLP, an independent registered public accounting firm.

23.2

Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP, included in Exhibit No. 5.1.

24.1

Power of Attorney, included on the signature page to this Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York on this 11th day of March, 2011.

HANDY & HARMAN LTD.
(Registrant)

By:	/s/ Glen M. Kassan
	Name:	Glen M. Kassan
	Title:	Vice Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below hereby constitutes and appoints Glen M. Kassan and James F. McCabe, Jr. and each of them severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Form S-8 and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

By:	/s/ Warren G. Lichtenstein	March 11, 2011
	Warren G. Lichtenstein, Chairman of the Board	Date

By:	/s/ Glen M. Kassan	March 11, 2011
	Glen M. Kassan, Director and Chief Executive	Date
	Officer (Principal Executive Officer)

By:	/s/ James F. McCabe, Jr.	March 11, 2011
	James F. McCabe, Jr., Chief Financial Officer	Date
	(Principal Accounting Officer)

By:	/s/ John H. McNamara, Jr.	March 11, 2011
	John H. McNamara, Jr., Director	Date


By:	/s/ Louis Klein, Jr.	March 11, 2011
	Louis Klein, Jr., Director	Date

By:	/s/ Jack L. Howard	March 11, 2011
	Jack L. Howard, Director	Date

By:	/s/ Robert Frankfurt	March 11, 2011
	Robert Frankfurt, Director	Date

By:	/s/ Garen W. Smith	March 11, 2011
	Garen W. Smith, Director	Date

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Exhibit Index