Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 5, 2009, Joseph J. Levanduski stepped aside as Vice President and Chief Financial Officer of Hawk Corporation (the "Corporation") pending resolution of the previously disclosed investigation by the Division of Enforcement of the Securities and Exchange Commission (the "SEC"). Mr. Levanduski will continue to serve the Corporation as an executive officer in a non-financial reporting capacity as Senior Vice President - Administration and Director of Corporate Development.

On August 4, 2009, Mr. Levanduski received a notification from the staff of the SEC (the "Staff"), commonly referred to as a "Wells Notice." This notice indicates that the Staff intends to recommend to the Commissioners of the SEC that the SEC bring a civil injunctive action and institute a follow-on public administrative proceeding pursuant to Rule 102(e) of the SEC's Rules of Practice against Mr. Levanduski alleging that he aided and abetted violations of Section 17(a) of the Securities Act of 1933, as amended, and Sections 9(a)(2) and 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder and violated SEC Regulation FD. The Corporation believes that the violations alleged to have been committed by Mr. Levanduski relate to events that are alleged to have occurred on June 30, 2006. However, the SEC allegations may relate to a different date or time period. For more information, refer to the section captioned "Legal Proceedings" of the Corporation's 10-Q filed with the SEC on August 6, 2009.
Also on August 5, 2009, John T. Bronstrup, 41, the Corporation's Corporate Controller, assumed the office of interim Chief Accounting Officer. Mr. Bronstrup is a certified public accountant and has served the Corporation as Corporate Controller since January 2006. Prior to joining the Corporation, Mr. Bronstrup was employed by the Lincoln Electric Company since May 1992, rising to North American Controller which was a position he held from November 2003 through December 2005. As North American Controller, Mr. Bronstrup was responsible for the accounting operations of the Lincoln Electric North American operation which consisted of three business units and had revenues in excess of $1.3 billion.

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