UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): August 12, 2016

Date of Report (Date of earliest event reported): July 28, 2016

Horsehead Holding Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-33658

20-0447377

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

4955 Steubenville Pike, Suite 405

Pittsburgh, Pennsylvania 15205

(Address of principal executive offices, including zip code)

724-774-1020

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 1 12, 2016, Horsehead Holding Corp. (the “Company”) ~~and~~announced ~~certain~~the appointment of ~~its~~Ryan ~~direct~~Hutchison, ~~and~~age ~~indirect wholly-owned subsidiaries (together with the Company~~43, ~~the~~as ~~“Debtors”) entered into Amendment No. 4 and Waiver (the “Amendment”) to the Senior~~Vice ~~Secured Superpriority Debtor-in-Possession Credit~~President, ~~Security~~Controller and ~~Guaranty~~Chief ~~Agreement,~~Accounting ~~dated~~Officer as of ~~February~~the 8Company, ~~2016~~effective (as ~~amended,~~of ~~the “DIP Credit Agreement”)~~September 1, ~~with the lenders party thereto (the “DIP Lenders”) and Cantor Fitzgerald Securities, as administrative agent~~2016.

~~Pursuant~~Mr. Hutchison tojoined the ~~Amendment, the DIP Lenders waived events of default that occurred~~ asCompany ain ~~result~~May of2013. ~~(i)~~Prior ~~the~~to ~~order~~joining ~~approving~~ the ~~Debtors’~~Company, ~~Disclosure~~from ~~Statement~~October ~~related~~2010 to ~~the~~May ~~Plan~~2013, ofMr. Hutchison ~~Reorganization~~served ~~being~~as ~~entered by~~ the ~~Bankruptcy~~Corporate ~~Court~~Controller onfor ~~July~~the ~~11,~~Werner ~~2016~~Company. ~~and~~From ~~not~~2008 onto or2010, ~~prior~~Mr. Hutchison toworked ~~July~~for 7,Harsco ~~2016~~Corporation as ~~required by~~ the ~~DIP~~Director ~~Credit Agreement,~~of ~~and~~Financial ~~(ii)~~Reporting ~~the~~and ~~Credit~~Analysis. ~~Agreement~~Other ~~failing~~prior toexperience ~~identify~~includes apositions ~~certain~~at ~~promissory~~Bayer ~~note~~and ~~as outstanding indebtedness~~PricewaterhouseCoopers.

~~The~~On ~~foregoing~~October 1, ~~description~~2014, Horsehead Corporation, a wholly owned subsidiary of the Company, entered into a severance arrangement with Mr. Hutchison (the “Severance Agreement”). The Severance Agreement provides that if Mr. Hutchison’s employment ~~Amendment~~is ~~does~~terminated ~~not~~for ~~purport~~reasons toother than cause or his voluntary resignation, Mr. Hutchison will be ~~complete~~entitled to a minimum of six months of pay and isbenefits ~~qualified~~as inseverance, ~~its~~upon ~~entirety~~signing bya ~~reference~~release, although such obligations may be subject to adjustment as a result of the ~~text~~Company’s pending chapter 11 cases. A copy of the ~~Amendment,~~Severance ~~which~~Agreement is filed as Exhibit 10.1 hereto, and is incorporated by reference herein.

~~Item~~Mr. Hutchison 5has not entered into any material plan, contract or arrangement in connection with his appointment as Vice President, Controller and Chief Accounting Officer.~~02.~~ ~~Departure~~There ofare ~~Directors~~no arrangements or ~~Certain~~understandings ~~Officers;~~between ~~Election~~Mr. Hutchison ofand ~~Directors;~~any ~~Appointment~~other person pursuant to which he was selected to serve as an officer of ~~Certain~~the ~~Officers;~~Company, ~~Compensatory~~nor ~~Arrangements~~is he a participant in any related party transaction required to be reported pursuant to Item 404(a) of ~~Certain~~Regulation ~~Officers~~S-K.

OnItem ~~July 28, 2016, Robert D~~9.01. ~~Scherich,~~Financial ~~Vice~~Statements ~~President~~ and ~~Chief Financial Officer, advised the Company that he will be departing from the Company, effective August 31, 2016~~Exhibits.

~~Item~~(d) 7Exhibits.~~01 Regulation FD Disclosure.~~

On July 21, 2016, the Debtors agreed to publicly disclose their DIP Budget (as defined in the DIP Credit Agreement) in connection with execution of the Amendment. A copy of the DIP Budget is furnished hereby as Exhibit 99.1.


Exhibit		Description

10.1		Severance Agreement, dated October 1, 2014, between Horsehead Corporation and Ryan Hutchison.

~~Any~~2 financial information, projections and estimates of claims included in the DIP Budget were not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The financial information included in the DIP Budget does not purport to present the Company’s financial condition in accordance with accounting principles generally accepted in the United States. The inclusion of the information in the DIP Budget should not be regarded as an indication that the Company or its affiliates or representatives consider the DIP Budget to be a reliable prediction of future events, and the DIP Budget should not be relied upon as such. Neither the Company nor any of its affiliates or representatives has made or makes any representation to any person regarding the DIP Budget, and none of them undertakes any obligation to publicly update such information to reflect circumstances existing after the date when the information was made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error.

~~Cautionary~~SIGNATURE ~~Note Regarding Forward-Looking Statements~~

~~Certain~~Pursuant ~~of the information included in the DIP Budget furnished herewith constitute “forward-looking information” intended~~ to ~~qualify for~~ the ~~safe~~requirements ~~harbor~~of ~~from liability established by~~ the ~~Private~~ Securities ~~Litigation~~Exchange ~~Reform~~ Act of ~~1995. In particular~~1934, ~~it includes information about~~ the ~~Company’s~~registrant ~~future~~has ~~cash~~duly ~~flows~~caused ~~and~~this ~~estimates~~report ofto ~~claims.~~be ~~This~~signed ~~forward-looking~~on ~~information~~its ~~was,~~behalf by ~~when~~the ~~made,~~undersigned ~~based~~hereunto onduly authorized.

~~current~~3 expectations and projections about future events. Readers are cautioned that forward-looking information is not a guarantee of future performance or results and involves substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from that expressed or implied by such forward-looking information.

The information set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
10.1		Amendment No. 4 and Waiver to the Senior Secured Superpriority Debtor-in-Possession Credit, Security and Guaranty Agreement, dated as of August 1, 2016, by and among Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC and Zochem Inc., as borrowers, the lenders party thereto from time to time, and Cantor Fitzgerald Securities, as administrative agent.
99.1		DIP Budget.

SIGNATURE

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 hereunto duly authorized.

August 12, 2016

HORSEHEAD HOLDING CORP.

/s/ James M. Hensler

James M. Hensler

President and Chief Executive Officer

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