##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2007
 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: 001-33658
 Horsehead Holding Corp.
  
 Delaware
    
    20-0447377(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)300 Frankfort RoadMonaca, Pennsylvania 15061
    
    (724) 774-1020(Address of Principal Executive Offices, including Zip Code)
    
    (Registrants Telephone Number, Including Area Code)
 
  o þ
  o o þ
 o þ




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TABLE OF CONTENTS
 PART I  Financial InformationItem 1. Financial StatementsConsolidated Balance Sheets as of December 31, 2006 and June 30, 2007 (Unaudited)
    
    
    1Consolidated Statements of Income (Unaudited) for the three and six months ended June 30, 2006 and 2007
    
    
    2Consolidated Statement of Stockholders Equity (Unaudited) for the six months ended June 30, 2007
    
    
    3Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2006 and June 30, 2007
    
    
    4Notes to Consolidated Financial Statements (Unaudited) June 30, 2007
    
    
    5Item 2. Managements Discussion and Analysis of Financial Conditions and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    20PART II  Other InformationItem 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3. Defaults Upon Senior Securities
    
    
    28Item 4. Submission of Matters to a Vote of Security Holders
    
    
    28Item 5. Other Information
    
    
    29Item 6. Exhibits
    
    
    29EX-31.1EX-31.2EX-32.1
  CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
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PART IFINANCIAL INFORMATION
 
 Item 1. Financial Statements.
  
 CONSOLIDATED BALANCE SHEETS
  (Amounts in thousands, except per share amounts)
 December 31, 2006
    
    
    June 30, 2007(Audited)
    
    
    (Unaudited)ASSETSCurrent assetsCash and cash equivalents
    
    $
    958
    
    
    $
    10,646Accounts receivable, net of allowance of $904 and $981, respectively
    
    
    71,435
    
    
    
    66,916Inventories
    
    
    57,588
    
    
    
    61,240Prepaid expenses and other current assets
    
    
    7,262
    
    
    
    5,979Deferred income taxes
    
    
    351
    
    
    
    601Total current assets
    
    
    137,594
    
    
    
    145,382Property, plant and equipment, net
    
    
    63,794
    
    
    
    75,453Other assetsDeferred financing costs, net of amortization of $1,257 and $2,570,
respectively
    
    
    4,171
    
    
    
    2,857Deposits and other
    
    
    147
    
    
    
    147Total other assets
    
    
    4,318
    
    
    
    3,004Total assets
    
    $
    205,706
    
    
    $
    223,839LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesRevolver
    
    $
    14,398
    
    
    $
    Current maturities of long-term debt
    
    
    7,058
    
    
    
    4,142Accounts payable
    
    
    38,775
    
    
    
    36,083Accrued expenses
    
    
    18,500
    
    
    
    15,250Total current liabilities
    
    
    78,731
    
    
    
    55,475Long-term debt, less current maturities
    
    
    58,225
    
    
    
    27,694Other long-term liabilities
    
    
    17,909
    
    
    
    18,041Deferred income taxes
    
    
    847
    
    
    
    847Commitments and contingenciesStockholders equityCommon stock, par value $.01 per share; 100,000 shares authorized;
22,026 and 29,872 shares issued and outstanding in 2006 and 2007,
respectively
    
    
    220
    
    
    
    299Preferred stock, par value $.01 per share; 10,000 shares
authorized; no shares issued or outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    23,433
    
    
    
    45,882Retained earnings
    
    
    26,341
    
    
    
    75,601Total stockholders equity
    
    
    49,994
    
    
    
    121,782Total liabilities and stockholders equity
    
    $
    205,706
    
    
    $
    223,839
 The accompanying notes to financial statements are an integral part of these statements.
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CONSOLIDATED STATEMENTS OF INCOME
   (Amounts in thousands except per share amounts)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Net sales of zinc material and other goods
    
    $
    112,401
    
    
    $
    133,404
    
    
    $
    189,102
    
    
    $
    269,953EAF dust service fees
    
    
    12,795
    
    
    
    11,206
    
    
    
    26,869
    
    
    
    22,479Net sales
    
    
    125,196
    
    
    
    144,610
    
    
    
    215,971
    
    
    
    292,432Cost of sales of zinc material and other
goods (excluding depreciation)
    
    
    87,987
    
    
    
    98,707
    
    
    
    160,345
    
    
    
    194,077Cost of EAF dust services
    
    
    1,955
    
    
    
    1,307
    
    
    
    4,402
    
    
    
    2,846Cost of sales (excluding depreciation)
    
    
    89,942
    
    
    
    100,014
    
    
    
    164,747
    
    
    
    196,923Depreciation
    
    
    2,296
    
    
    
    2,381
    
    
    
    4,165
    
    
    
    4,944Selling, general and administrative expenses
    
    
    4,468
    
    
    
    4,644
    
    
    
    7,650
    
    
    
    8,054Total costs and expenses
    
    
    96,706
    
    
    
    107,039
    
    
    
    176,562
    
    
    
    209,921Income from operations
    
    
    28,490
    
    
    
    37,571
    
    
    
    39,409
    
    
    
    82,511Other income (expense)Interest expense
    
    
    (2,335
    )
    
    
    (3,000
    )
    
    
    (4,430
    )
    
    
    (5,617
    )Interest income
    
    
    
    
    
    
    621
    
    
    
    
    
    
    
    638Income before income taxes
    
    
    26,155
    
    
    
    35,192
    
    
    
    34,979
    
    
    
    77,532Income tax provision
    
    
    9,870
    
    
    
    12,835
    
    
    
    13,198
    
    
    
    28,272NET INCOME
    
    $
    16,285
    
    
    $
    22,357
    
    
    $
    21,781
    
    
    $
    49,260Earnings per common share:Basic
    
    $
    0.81
    
    
    $
    0.84
    
    
    $
    1.09
    
    
    $
    2.03Diluted
    
    $
    0.60
    
    
    $
    0.75
    
    
    $
    0.80
    
    
    $
    1.68
 The accompanying notes to financial statements are an integral part of these statements.
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
   (Amounts in thousands)
 AdditionalCommon Stock
    
    
    Paid-In
    
    
    RetainedShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    TotalBalance at December 31,
2006
    
    
    22,026
    
    
    $
    220
    
    
    $
    23,433
    
    
    $
    26,341
    
    
    $
    49,994Equity offering
    
    
    13,973
    
    
    
    140
    
    
    
    174,118
    
    
    
    
    
    
    
    174,258Stock warrant redemption
    
    
    5,938
    
    
    
    59
    
    
    
    
    
    
    
    
    
    
    
    59Stock option exercise
    
    
    74
    
    
    
    1
    
    
    
    134
    
    
    
    
    
    
    
    135Common stock repurchase
    
    
    (12,151
    )
    
    
    (121
    )
    
    
    (152,437
    )
    
    
    
    
    
    
    (152,558
    )Restricted stock grant
    
    
    12
    
    
    
    
    
    
    
    11
    
    
    
    
    
    
    
    11Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    623
    
    
    
    
    
    
    
    623Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,260
    
    
    
    49,260Balance at June 30, 2007
    
    
    29,872
    
    
    $
    299
    
    
    $
    45,882
    
    
    $
    75,601
    
    
    $
    121,782
 The accompanying notes to financial statements are an integral part of these statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
   (Amounts in thousands)
 2006
    
    
    2007Cash Flows from Operating Activities:Net income
    
    $
    21,781
    
    
    $
    49,260Adjustments to reconcile net income to net cash (used in) provided by operating activities:Depreciation and amortization
    
    
    4,608
    
    
    
    6,258Deferred income taxes
    
    
    
    
    
    
    (250
    )Deferred interest payable
    
    
    136
    
    
    
    258Losses on derivative financial instruments
    
    
    8,109
    
    
    
    1,762Non-cash compensation expense
    
    
    
    
    
    
    634Changes in operating assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (24,452
    )
    
    
    4,519(Increase) in inventories
    
    
    (13,217
    )
    
    
    (3,652
    )(Increase) decrease in prepaid expenses and other current assets
    
    
    (7,749
    )
    
    
    914(Increase) other assets
    
    
    (306
    )
    
    
    Increase (decrease) in accounts payable
    
    
    10,277
    
    
    
    (2,692
    )(Decrease) in accrued expenses
    
    
    (191
    )
    
    
    (4,642
    )Increase in other non-current liabilities
    
    
    20
    
    
    
    131Net cash (used in) provided by operating activities
    
    
    (984
    )
    
    
    52,500Cash Flows from Investing Activities:Purchase of property, plant and equipment
    
    
    (5,463
    )
    
    
    (16,603
    )Net cash used in investing activities
    
    
    (5,463
    )
    
    
    (16,603
    )Cash Flows from Financing Activities:Proceeds from exercise of warrants and options
    
    
    
    
    
    
    194Net proceeds from issuance of stock
    
    
    
    
    
    
    174,258Purchase of stock from investors
    
    
    
    
    
    
    (152,558
    )Net proceeds from (payments on) revolving credit facility
    
    
    3,684
    
    
    
    (14,398
    )Proceeds from issuance of notes payable
    
    
    19,000
    
    
    
    Payments on notes payable and long-term debt
    
    
    (15,234
    )
    
    
    (33,705
    )Deferred financing expenses
    
    
    ( 280
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    7,170
    
    
    
    (26,209
    )Net Increase In Cash And Cash Equivalents
    
    
    723
    
    
    
    9,688Cash and cash equivalents at beginning of period
    
    
    553
    
    
    
    958Cash and cash equivalents at end of period
    
    $
    1,276
    
    
    $
    10,646
 The accompanying notes to financial statements are an integral part of these statements.
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NOTE ABASIS OF PRESENTATION
   NOTE BRECENTLY ISSUED ACCOUNTING STANDARDS
 Accounting for Uncertainty in Income Taxes 
an Interpretation of FASB Statement No. 109 Accounting for Income Taxes,
 Accounting for Planned Major
Maintenance Activities
  The Fair
Value Option for Financial Assets and Financial Liabilities
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NOTE CEQUITY OFFERING AND STOCK REPURCHASE
  NOTE DINVENTORIES
  AmountsDecember 31,
    
    
    June 30,2006
    
    
    2007Raw materials
    
    $
    26,962
    
    
    $
    34,578Work-in-process
    
    
    1,158
    
    
    
    4,685Finished goods
    
    
    20,959
    
    
    
    12,897Supplies and spare parts
    
    
    8,509
    
    
    
    9,080$
    57,588
    
    
    $
    61,240
  NOTE EPROPERTY, PLANT AND EQUIPMENT
  AmountsDecember 31,
    
    
    June 30,2006
    
    
    2007Land and land improvements
    
    $
    7,265
    
    
    $
    7,297Buildings and building improvements
    
    
    21,285
    
    
    
    21,805Machinery and equipment
    
    
    52,890
    
    
    
    53,930Construction in progress
    
    
    4,458
    
    
    
    19,46985,898
    
    
    
    102,501Less accumulated depreciation
    
    
    (22,104
    )
    
    
    (27,048
    )$
    63,794
    
    
    $
    75,453
 NOTE FNOTES PAYABLE AND LONG-TERM DEBT
  6




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AmountsDecember 31,
    
    
    June 30,2006
    
    
    2007Revolving credit facility
    
    $
    14,398
    
    
    $
    Note payable
to Contrarian Service Company L.L.C.
    
    
    57,461
    
    
    
    27,543Note payable to Beaver County Corporation for Economic Development
    
    
    239
    
    
    
    210Note payable to CIT Group Business Credit, Inc., due January, 2007
    
    
    583
    
    
    
    Note payable to CIT Group Business Credit, Inc., due January, 2008
    
    
    7,000
    
    
    
    4,08379,681
    
    
    
    31,836Less portion currently payable
    
    
    (21,456
    )
    
    
    (4,142
    )$
    58,225
    
    
    $
    27,694
      NOTE GACCRUED EXPENSES
  AmountsDecember 31,
    
    
    June 30,2006
    
    
    2007Employee related costs
    
    $
    7,384
    
    
    $
    6,227Accrued utilities
    
    
    1,118
    
    
    
    923Insurance claim liabilities
    
    
    2,400
    
    
    
    2,400Other
    
    
    7,598
    
    
    
    5,700$
    18,500
    
    
    $
    15,250
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NOTE HINCOME TAXES
   NOTE IRELATED PARTY TRANSACTIONS
    NOTE JSTOCK-BASED COMPENSATION
   Weighted
    
    
    
    
    
    Weighted AverageAverage
    
    
    
    
    
    RemainingExercise Price
    
    Number of Shares
    
    
    Contractual Life$1.01
    
    
    715
    
    
    
    7.2$2.36
    
    
    157
    
    
    
    7.2$7.39
    
    
    89
    
    
    
    7.2$1.82
    
    
    961
    
    
    
    7.2
  8




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NOTE KACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
      9




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NOTE LCONTINGENCIES
   NOTE MEARNINGS PER SHARE
   Three months ended June 30,
    
    
    Six months ended June 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Basic earnings per share:Income available to common stockholders
    
    $
    16,285
    
    
    $
    22,357
    
    
    $
    21,781
    
    
    $
    49,260Weighted average shares outstandingbasic
    
    
    19,963
    
    
    
    26,586
    
    
    
    19,963
    
    
    
    24,319Basic earnings per share
    
    $
    0.81
    
    
    $
    0.84
    
    
    $
    1.09
    
    
    $
    2.03Diluted earnings per share:Income available to common stockholders
    
    $
    16,285
    
    
    $
    22,357
    
    
    $
    21,781
    
    
    $
    49,260Weighted average shares outstandingdiluted
    
    
    26,957
    
    
    
    29,938
    
    
    
    26,957
    
    
    
    29,399Diluted earnings per share
    
    $
    0.60
    
    
    $
    0.75
    
    
    $
    0.80
    
    
    $
    1.68Reconciliation of average shares
outstanding  basic to average shares
outstandingdiluted:Weighted average shares outstandingbasic
    
    
    19,963
    
    
    
    26,586
    
    
    
    19,963
    
    
    
    24,319Effect of dilutive securities:Options
    
    
    1,060
    
    
    
    874
    
    
    
    1,060
    
    
    
    884Warrants
    
    
    5,934
    
    
    
    2,478
    
    
    
    5,934
    
    
    
    4,196Weighted average shares outstandingdiluted
    
    
    26,957
    
    
    
    29,938
    
    
    
    26,957
    
    
    
    29,399
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NOTE NSUBSEQUENT EVENTS
   11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 General
  Overview
 Our History
   Factors Affecting Our Operating Results
 Market Price for Zinc
 Demand for Zinc-Based Products
 Volumes
    
    U.S. Sales/Unit2004
    
    2005
    
    2006
    
    2004
    
    2005
    
    2006(Tons, in thousands)
    
    (In thousands)Product:Zinc Products
    
    
    155
    
    
    
    165
    
    
    
    158
    
    
    $
    1,014
    
    
    $
    1,284
    
    
    $
    2,750EAF Dust
    
    
    505
    
    
    
    498
    
    
    
    504
    
    
    $
    87
    
    
    $
    94
    
    
    $
    101
 Cost of Sales (excluding depreciation)
 12




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Selling, General and Administrative Expenses
 Trends Affecting Our Business
  
    
    LME price of zinc;
    
    gain and loss of customers;
    
    pricing pressures from competitors;
    
    decline in use of zinc products;
    
    expansions into new products and expansion of our capacity, which requires us to
incur costs prior to generating revenues;
    
    expenditures required to comply with environmental and other operational regulations;
    
    ability to transition to a public company; and
    
    our operational efficiency improvement programs.
    13




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Summary of Critical Accounting Policies and Estimates
  Inventories
   Financial Instruments
  
    
    Cash and cash equivalents, accounts receivable, notes payable due within one year,
accounts payable and accrued expenses approximate their fair value due to the
short-term nature of these instruments.
    
    Term loans and the revolver approximate their fair value as they bear interest at
variable rates indexed to market rates of interest.
    14




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Recently Issued Accounting Pronouncements
     Results of Operations
  Three months ended June 30,
    
    Six months ended June 30,2006
    
    2007
    
    2006
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales (excluding depreciation)
    
    
    71.8
    
    
    
    69.2
    
    
    
    76.3
    
    
    
    67.3Depreciation
    
    
    1.8
    
    
    
    1.6
    
    
    
    1.9
    
    
    
    1.7Selling, general and administrative expenses
    
    
    3.6
    
    
    
    3.2
    
    
    
    3.5
    
    
    
    2.8Income from operations
    
    
    22.8
    
    
    
    26.0
    
    
    
    18.3
    
    
    
    28.2Interest expense
    
    
    1.9
    
    
    
    2.1
    
    
    
    2.1
    
    
    
    1.9Interest income
    
    
    
    
    
    
    0.4
    
    
    
    
    
    
    
    0.2Income (loss) before income taxes
    
    
    20.9
    
    
    
    24.3
    
    
    
    16.2
    
    
    
    26.5Income tax provision (benefit)
    
    
    7.9
    
    
    
    8.9
    
    
    
    6.1
    
    
    
    9.7Net income (loss)
    
    
    13.0
    %
    
    
    15.4
    %
    
    
    10.1
    %
    
    
    16.8
    %
 Three Months Ended June 30, 2007 Compared with Three Months Ended June 30, 2006
 Net sales.
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2005
    
    2006
    
    2007Fiscal
    
    Fiscal quarter ended
    
    Fiscal quarter endedquarterended
    
    March
    
    
    
    
    
    SeptemberAverage LME zinc price:
    
    December 31
    
    31
    
    June 30
    
    30
    
    December 31
    
    March 31
    
    June 30Quarter
    
    $
    0.74
    
    
    $
    1.02
    
    
    $
    1.49
    
    
    $
    1.53
    
    
    $
    1.91
    
    
    $
    1.57
    
    
    $
    1.66Year-to-date
    
    $
    0.63
    
    
    $
    1.02
    
    
    $
    1.25
    
    
    $
    1.35
    
    
    $
    1.49
    
    
    $
    1.57
    
    
    $
    1.61
     Cost of sales (excluding depreciation).
 Depreciation
 Selling, general and administrative expenses.
 Interest.
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Income tax provision.
 Net income.
 Six Months Ended June 30, 2007 Compared with Six Months Ended June 30, 2006
 Net sales.
     Cost of sales (excluding depreciation).
 Depreciation
 Selling, general and administrative expenses.
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Interest.
 Income tax provision.
 Net income.
 Liquidity and Capital Resources
  Cash Flows from Operating Activities
   Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  Off-Balance Sheet Arrangements
  18




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Available Information
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
   Interest Rate Risk
  Commodity Price Risk
   19




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Item 4. Controls and Procedures.
   20




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PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings.
   
 Item 1A. Risk Factors.
  The metals industry is highly cyclical. Fluctuations in the availability of zinc metal and in
levels of customer demand have historically been severe, and future changes and/or fluctuations
could cause us to experience lower sales volumes, which would negatively impact our profit
margins.
  Changes in the prices of zinc metal and zinc-related products will have a significant impact on
our operating results and financial condition.
  
    
    U.S. and world economic conditions;
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
    
    availability and relative pricing of metal substitutes;
    
    labor costs;
    
    energy prices;
    
    environmental laws and regulations;
    
    weather; and
    
    import and export restrictions.
  Some of our products and services are vulnerable to long-term declines in demand due to
competing technologies or materials, which would significantly reduce our sales.
    We may be unable to compete effectively against manufacturers of zinc products in one or more of
our markets, which would limit our market share and/or reduce our sales and our operating profit
margins.
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If we fail to implement our business strategy, our financial condition and results of operations
could be materially and adversely affected.
   Work stoppages and other labor matters could interrupt our production or increase our costs,
either of which would negatively impact our operating results.
  Equipment or power failures, delays in deliveries or catastrophic loss at any of our facilities
could prevent us from meeting customer demand, reduce our sales and/or negatively impact our net
income.
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Fluctuations in the cost or availability of electricity, coke, coal and/or natural gas would
lead to higher manufacturing costs, thereby reducing our margins and limiting our cash flows
from operations.




If we were to lose order volumes from any of our major customers, our sales could decline
significantly and our cash flows may be reduced.






Our operations are subject to numerous federal and state statutes that regulate the protection
of the health and safety of our employees, and changes in health and safety regulation could
result in significant costs, which would reduce our margins and adversely affect our cash flow
from operations.




Litigation related to worker safety may result in significant liabilities and limit our
profitability.




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We are subject to stringent environmental regulation, which may cause us to incur significant
costs and liabilities that could materially harm our operating results.
  Our hedging strategies may fail to protect us from changes in the prices for natural gas, coal
and zinc, which could reduce our gross margin and cash flow.
  
    
    hedging can be expensive, particularly during periods of volatile prices;
    
    available hedges may not correspond directly with the risks that we are seeking to
protect ourselves against;
    
    the duration of the hedge may not match the duration of the risk that we are seeking
to protect ourselves against; and
    
    the counterparty to a hedging transaction may default on its obligation to pay or
deliver under the forward contract.
 We depend on the service of key individuals, the loss of whom could materially harm our
business.
  We may not be able to protect our intellectual property, particularly our proprietary technology
related to the recycling of EAF dust and the smelting of recycled zinc, and our market share and
results of operations could be harmed.
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We depend on third parties for transportation services, and their failure to deliver raw
material to us or finished products to our customers could increase our costs and harm our
reputation and operating results.
  Substantially all of our common stock will be freely tradeable within 60 days of the date of
the effectiveness of our Registration Statement on Form S-1 relating to our initial public
offering, and future sales of our common stock, or the perception in the public markets that these
sales may occur, could depress our stock price.
  We do not have any current plan to pay, and are restricted in our ability to pay, any dividends on
our common stock, and as a result, your only opportunity to achieve a return on your investment is
if the price of our common stock increases.
  Provisions of our amended certificate of incorporation and by-laws could delay or prevent a
takeover of us by a third party and may prevent attempts by stockholders to replace or remove our
current management.
  
    
    authorize the issuance of blank check preferred stock that
could be issued by our board of directors to thwart a
takeover attempt;
    
    classify the board of directors into staggered, three-year
terms, which may lengthen the time required to gain control
of our board of directors;
    
    prohibit cumulative voting in the election of directors,
which would otherwise allow holders of less than a majority
of stock to elect some directors;
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
    
    require super-majority voting by our stockholders to effect
amendments to provisions of our amended certificate of
incorporation concerning the number of directors;
    
    require super-majority voting by our stockholders to effect
any stockholder-initiated amendment to any provision of our
by-laws;
    
    limit who may call special meetings of our stockholders;
    
    prohibit stockholder action by written consent, thereby
requiring all actions to be taken at a meeting of the
stockholders;
    
    establish advance notice requirements for stockholder
nominations of candidates for election to the board of
directors or for stockholder proposals that can be acted
upon at annual meetings of stockholders; and
    
    require that vacancies on the board of directors, including
newly-created directorships, be filled only by a majority
vote of directors then in office.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Change in Securities.
 a. Recent Sales of Unregistered Securities:
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b. Stock Repurchases:
 (c)Total Number of
    
    (d)Shares Purchased as
    
    Maximum Number of(a)
    
    (b)
    
    Part of Publicly
    
    Shares that May YetTotal Number of
    
    Average Share
    
    Announced Plans or
    
    Be Purchased UnderPeriod
    
    Shares Purchased
    
    Price
    
    Programs
    
    the Plans or ProgramsApril 1 - April 30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    May 1- May 31
    
    
    6,213,076
    
    
    
    12.55
    
    
    
    
    
    
    
    June 1 - June 30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Use of Proceeds from Registered Securities.
   
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
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Item 5. Other Information.
  
 Item 6. Exhibits.
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Exhibit No.
    
    Description31.1
    
    Certification by James M. Hensler, Chief Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification of Robert D. Scherich, Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
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SIGNATURES
  HORSHEAD HOLDING CORP./s/ James M. HenslerBy: James M. HenslerIts: President and Chief Executive Officer
  SIGNATURE
    
    TITLE
    
    DATE/s/ James M. Hensler

James M. Hensler
    
    Principal Executive Officer
    
    August 31, 2007/s/ Robert D. Scherich
    
    Principal Financial and
    
    August 31, 2007Robert D. Scherich
    
    Accounting Officer
 31