##### 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 September 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 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)300 Frankfort RoadMonaca, Pennsylvania 15061
(Address of Principal Executive Offices, including Zip Code)
    
    (724) 774-1020
(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 September 30, 2007 (Unaudited)
    
    
    1Consolidated Statements of Income (Unaudited) for the three and nine months ended
September 30, 2006 and 2007
    
    
    2Consolidated Statement of Stockholders Equity (Unaudited) for the nine months ended
September 30, 2007
    
    
    3Consolidated Statements of Cash Flows (Unaudited) for the nine months ended
September 30, 2006 and September 30, 2007
    
    
    4Notes to Consolidated Financial Statements (Unaudited) September 30, 2007
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    19PART II  Other InformationItem 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3. Defaults Upon Senior Securities
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    27Item 5. Other Information
    
    
    27Item 6. Exhibits
    
    
    27Ex - 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
    
    
    September 30, 2007(Audited)
    
    
    (Unaudited)ASSETSCurrent assetsCash and cash equivalents
    
    $
    958
    
    
    $
    77,436Accounts receivable, net of allowance of $904
and $1,031, respectively
    
    
    71,435
    
    
    
    64,720Inventories
    
    
    57,588
    
    
    
    63,351Prepaid expenses and other current assets
    
    
    7,262
    
    
    
    3,917Deferred income taxes
    
    
    351
    
    
    
    735Total current assets
    
    
    137,594
    
    
    
    210,159Property, plant and equipment, net
    
    
    63,794
    
    
    
    84,249Other assetsDeferred financing costs, net of amortization of
$1,257 and $366, respectively
    
    
    4,171
    
    
    
    1,832Deposits and other
    
    
    147
    
    
    
    319Total other assets
    
    
    4,318
    
    
    
    2,151Total assets
    
    $
    205,706
    
    
    $
    296,559LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesRevolver
    
    $
    14,398
    
    
    $
    Current maturities of long-term debt
    
    
    7,058
    
    
    
    60Accounts payable
    
    
    38,775
    
    
    
    36,253Accrued expenses
    
    
    18,500
    
    
    
    19,154Total current liabilities
    
    
    78,731
    
    
    
    55,467Long-term debt, less current maturities
    
    
    58,225
    
    
    
    136Other long-term liabilities
    
    
    17,909
    
    
    
    17,797Deferred income taxes
    
    
    847
    
    
    
    847Commitments and contingenciesStockholders equityCommon stock, par value $.01 per share; 100,000
shares authorized; 22,026 and 34,775 shares
issued and outstanding in 2006 and 2007,
respectively
    
    
    220
    
    
    
    348Preferred stock, par value $.01 per share;
10,000 shares authorized; no shares issued or
outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    23,433
    
    
    
    122,177Retained earnings
    
    
    26,341
    
    
    
    99,787Total stockholders equity
    
    
    49,994
    
    
    
    222,312Total liabilities and stockholders equity
    
    $
    205,706
    
    
    $
    296,559
 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
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Net sales of zinc material and other goods
    
    $
    118,375
    
    
    $
    122,817
    
    
    $
    307,477
    
    
    $
    392,770EAF dust service fees
    
    
    12,384
    
    
    
    11,170
    
    
    
    39,253
    
    
    
    33,649Net sales
    
    
    130,759
    
    
    
    133,987
    
    
    
    346,730
    
    
    
    426,419Cost of sales of zinc material and other
goods (excluding depreciation)
    
    
    93,821
    
    
    
    88,956
    
    
    
    254,255
    
    
    
    283,169Cost of EAF dust services
    
    
    1,817
    
    
    
    1,783
    
    
    
    6,219
    
    
    
    4,629Cost of sales (excluding depreciation)
    
    
    95,638
    
    
    
    90,739
    
    
    
    260,474
    
    
    
    287,798Depreciation
    
    
    1,810
    
    
    
    2,288
    
    
    
    5,975
    
    
    
    7,232Selling, general and administrative expenses
    
    
    4,852
    
    
    
    3,797
    
    
    
    12,502
    
    
    
    11,851Total costs and expenses
    
    
    102,300
    
    
    
    96,824
    
    
    
    278,951
    
    
    
    306,881Income from operations
    
    
    28,459
    
    
    
    37,163
    
    
    
    67,779
    
    
    
    119,538Other income (expense)Interest expense
    
    
    (2,138
    )
    
    
    (1,538
    )
    
    
    (6,568
    )
    
    
    (7,155
    )Interest and other income
    
    
    196
    
    
    
    979
    
    
    
    285
    
    
    
    1,753Income before income taxes
    
    
    26,517
    
    
    
    36,604
    
    
    
    61,496
    
    
    
    114,136Income tax provision
    
    
    10,040
    
    
    
    12,418
    
    
    
    23,238
    
    
    
    40,690NET INCOME
    
    $
    16,477
    
    
    $
    24,186
    
    
    $
    38,258
    
    
    $
    73,446Earnings per common share:Basic
    
    $
    0.83
    
    
    $
    0.75
    
    
    $
    1.92
    
    
    $
    2.72Diluted
    
    $
    0.61
    
    
    $
    0.73
    
    
    $
    1.42
    
    
    $
    2.40
 The accompanying notes to financial statements are an integral part of these statements.
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CONSOLIDATED STATEMENT 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
    
    
    18,554
    
    
    
    186
    
    
    
    249,443
    
    
    
    
    
    
    
    249,629Stock warrant redemption
    
    
    5,938
    
    
    
    59
    
    
    
    
    
    
    
    
    
    
    
    59Stock option exercise
    
    
    394
    
    
    
    4
    
    
    
    715
    
    
    
    
    
    
    
    719Common stock repurchase
    
    
    (12,151
    )
    
    
    (121
    )
    
    
    (152,437
    )
    
    
    
    
    
    
    (152,558
    )Restricted stock grant
    
    
    14
    
    
    
    
    
    
    
    62
    
    
    
    
    
    
    
    62Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    961
    
    
    
    
    
    
    
    961Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73,446
    
    
    
    73,446Balance at September 30,
2007
    
    
    34,775
    
    
    $
    348
    
    
    $
    122,177
    
    
    $
    99,787
    
    
    $
    222,312
 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
    
    $
    38,258
    
    
    $
    73,446Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    6,567
    
    
    
    9,571Deferred income taxes
    
    
    
    
    
    
    (384
    )Deferred interest payable
    
    
    206
    
    
    
    269Losses on derivative financial instruments
    
    
    12,629
    
    
    
    3,912Non-cash compensation expense
    
    
    21
    
    
    
    1,023Changes in operating assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (29,304
    )
    
    
    6,715(Increase) in inventories
    
    
    (28,781
    )
    
    
    (5,763
    )(Increase) decrease in prepaid expenses and other current assets
    
    
    (6,271
    )
    
    
    2,527(Increase) in other assets
    
    
    (1,249
    )
    
    
    (172
    )Increase (decrease) in accounts payable
    
    
    20,884
    
    
    
    (2,522
    )(Decrease) in accrued expenses
    
    
    (1,328
    )
    
    
    (2,440
    )(Decrease) in other non-current liabilities
    
    
    (173
    )
    
    
    (112
    )Net cash provided by operating activities
    
    
    11,459
    
    
    
    86,070Cash Flows from Investing Activities:Purchase of property, plant and equipment
    
    
    (9,041
    )
    
    
    (27,687
    )Net cash
(used in) investing activities
    
    
    (9,041
    )
    
    
    (27,687
    )Cash Flows from Financing Activities:Proceeds from exercise of warrants and options
    
    
    
    
    
    
    778Net proceeds from issuance of stock
    
    
    
    
    
    
    249,629Purchase of stock from investors
    
    
    
    
    
    
    (152,558
    )Net (payments on) revolving credit facility
    
    
    (3,424
    )
    
    
    (14,398
    )Proceeds from issuance of notes payable
    
    
    19,000
    
    
    
    Payments on notes payable and long-term debt
    
    
    (16,998
    )
    
    
    (65,356
    )Net cash (used in) provided by financing activities
    
    
    (1,422
    )
    
    
    18,095Net Increase In Cash And Cash Equivalents
    
    
    996
    
    
    
    76,478Cash and cash equivalents at beginning of period
    
    
    553
    
    
    
    958Cash and cash equivalents at end of period
    
    $
    1,549
    
    
    $
    77,436
 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
  The Fair
Value Option for Financial Assets and Financial Liabilities
 NOTE CEQUITY OFFERING AND STOCK REPURCHASE
   5




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NOTE DINVENTORIES
  December 31,
    
    
    September 30,2006
    
    
    2007Raw materials
    
    $
    26,962
    
    
    $
    29,708Work-in-process
    
    
    1,158
    
    
    
    2,322Finished goods
    
    
    20,959
    
    
    
    21,486Supplies and spare parts
    
    
    8,509
    
    
    
    9,835$
    57,588
    
    
    $
    63,351
  NOTE EPROPERTY, PLANT AND EQUIPMENT
  December 31,
    
    
    September 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
    
    
    
    30,55385,898
    
    
    
    113,585Less accumulated depreciation
    
    
    (22,104
    )
    
    
    (29,336
    )$
    63,794
    
    
    $
    84,249
 NOTE FNOTES PAYABLE AND LONG-TERM DEBT
  6




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December 31,
    
    
    September 30,2006
    
    
    2007Revolving credit facility
    
    $
    14,398
    
    
    $
    Note payable to Contrarian Service Company L.L.C.
    
    
    57,461
    
    
    
    Note payable to Beaver County Corporation for Economic Development
    
    
    239
    
    
    
    196Note payable to CIT Group Business Credit, Inc., due January, 2007
    
    
    583
    
    
    
    Note payable to CIT Group Business Credit, Inc., due January, 2008
    
    
    7,000
    
    
    
    79,681
    
    
    
    196Less portion currently payable
    
    
    (21,456
    )
    
    
    (60
    )$
    58,225
    
    
    $
    136
     NOTE GACCRUED EXPENSES
  December 31,
    
    
    September 30,2006
    
    
    2007Employee related costs
    
    $
    7,384
    
    
    $
    7,436Accrued hedge liability
    
    
    
    
    
    
    3,094Accrued utilities
    
    
    1,118
    
    
    
    1,006Insurance claim liabilities
    
    
    2,400
    
    
    
    2,400Other
    
    
    7,598
    
    
    
    5,218$
    18,500
    
    
    $
    19,154
 NOTE HINCOME TAXES
  7




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Accounting for Uncertainty in Income Taxes -
an Interpretation of FASB Statement No. 109 Accounting for Income Taxes,
 NOTE IRELATED PARTY TRANSACTIONS
    NOTE JSTOCK-BASED COMPENSATION
   Weighted
    
    
    
    
    
    Weighted AverageAverage
    
    
    
    
    
    RemainingExercise Price
    
    Number of Shares
    
    Contractual Life$1.01
    
    
    477
    
    
    
    6.9$2.36
    
    
    104
    
    
    
    6.9$7.39
    
    
    60
    
    
    
    6.9$1.82
    
    
    641
    
    
    
    6.9
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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 September 30,
    
    
    Nine months ended September 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Basic earnings per share:Net income
    
    $
    16,477
    
    
    $
    24,186
    
    
    $
    38,258
    
    
    $
    73,446Weighted average shares outstandingbasic
    
    
    19,963
    
    
    
    32,376
    
    
    
    19,963
    
    
    
    27,034Basic earnings per share
    
    $
    0.83
    
    
    $
    0.75
    
    
    $
    1.92
    
    
    $
    2.72Diluted earnings per share:Net income
    
    $
    16,477
    
    
    $
    24,186
    
    
    $
    38,258
    
    
    $
    73,446Weighted average shares outstandingdiluted
    
    
    27,004
    
    
    
    33,097
    
    
    
    26,971
    
    
    
    30,645Diluted earnings per share
    
    $
    0.61
    
    
    $
    0.73
    
    
    $
    1.42
    
    
    $
    2.40Reconciliation of average shares
outstanding  basic to average shares
outstandingdiluted:Weighted average shares outstandingbasic
    
    
    19,963
    
    
    
    32,376
    
    
    
    19,963
    
    
    
    27,034Effect of dilutive securities:Options
    
    
    1,107
    
    
    
    721
    
    
    
    1,074
    
    
    
    829Warrants
    
    
    5,934
    
    
    
    
    
    
    
    5,934
    
    
    
    2,782Weighted average shares outstandingdiluted
    
    
    27,004
    
    
    
    33,097
    
    
    
    26,971
    
    
    
    30,645
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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
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Cost of Sales (excluding depreciation)
 Selling, General and Administrative Expenses
  Trends Affecting Our Business
  
    
    LME price of zinc;
    
    gain and loss of customers;
    
    pricing pressures from competitors;
    
    new entrants into the EAF dust recycling market
    
    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; and
    
    our operational efficiency improvement programs.
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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.
    
    The revolver approximates its fair value as it bears interest at variable rates
indexed to market rates of interest.
  13




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Recently Issued Accounting Pronouncements
   Results of Operations
  Three months ended September 30,
    
    Nine months ended September 30,2006
    
    2007
    
    2006
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales (excluding depreciation)
    
    
    73.1
    
    
    
    67.7
    
    
    
    75.1
    
    
    
    67.5Depreciation
    
    
    1.4
    
    
    
    1.7
    
    
    
    1.8
    
    
    
    1.7Selling, general and administrative expenses
    
    
    3.7
    
    
    
    2.9
    
    
    
    3.6
    
    
    
    2.8Income from operations
    
    
    21.8
    
    
    
    27.7
    
    
    
    19.5
    
    
    
    28.0Interest expense
    
    
    1.6
    
    
    
    1.1
    
    
    
    1.9
    
    
    
    1.7Interest and other income
    
    
    0.1
    
    
    
    0.7
    
    
    
    0.1
    
    
    
    0.4Income (loss) before income taxes
    
    
    20.3
    
    
    
    27.3
    
    
    
    17.7
    
    
    
    26.7Income tax provision (benefit)
    
    
    7.7
    
    
    
    9.3
    
    
    
    6.7
    
    
    
    9.5Net income (loss)
    
    
    12.6
    %
    
    
    18.0
    %
    
    
    11.0
    %
    
    
    17.2
    %
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2005
    
    2006
    
    2007Fiscalquarterended
    
    Fiscal quarter ended
    
    Fiscal quarter endedAverage LME zinc price
    
    December 31
    
    March 31
    
    June 30
    
    September 30
    
    December 31
    
    March 31
    
    June 30
    
    September 30Quarter
    
    $
    0.74
    
    
    $
    1.02
    
    
    $
    1.49
    
    
    $
    1.53
    
    
    $
    1.91
    
    
    $
    1.57
    
    
    $
    1.66
    
    
    $
    1.46Year-to-date
    
    $
    0.63
    
    
    $
    1.02
    
    
    $
    1.25
    
    
    $
    1.35
    
    
    $
    1.49
    
    
    $
    1.57
    
    
    $
    1.61
    
    
    $
    1.56
 Three Months Ended September 30, 2007 Compared with Three Months Ended September 30, 2006
 Net sales.
      Cost of sales (excluding depreciation).
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Depreciation
 Selling, general and administrative expenses.
 Interest expense.
  Income tax provision.
 Net income.
 Nine Months Ended September 30, 2007 Compared with Nine Months Ended September 30, 2006
 Net sales.
     16




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Cost of sales (excluding depreciation).
 Depreciation
 Selling, general and administrative expenses.
 Interest expense.
  Income tax provision.
 Net income.
 Liquidity and Capital Resources
  Cash Flows from Operating Activities
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Cash Flows from Investing Activities
  Cash Flows from Financing Activities
    Off-Balance Sheet Arrangements
  Available Information
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
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Interest Rate Risk
  Commodity Price Risk
    
 Item 4. Controls and Procedures.
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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.
  20




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
    
    U.S. and world economic conditions;
    
    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.
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Litigation related to worker safety may result in significant liabilities and limit our
profitability.
  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.
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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.
  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 is freely tradable, 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:
 [None]
 Use of Proceeds from Registered Securities.
   
 Item 3. Defaults Upon Senior Securities.
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Item 4. Submission of Matters to a Vote of Security Holders.
 [None]
 
 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.By:
    
    /s/ James M. HenslerJames M. HenslerIts:
    
    President and Chief Executive Officer
  SIGNATURE
    
    TITLE
    
    DATE/s/ James M. Hensler
    
    Principal Executive Officer
    
    November 14, 2007James M. Hensler/s/ Robert D. Scherich
Robert D. Scherich
    
    Principal Financial and
Accounting Officer
    
    November 14, 2007
 29