HSC Harsco Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

2013 EQUITY AND INCENTIVE COMPENSATION PLAN

(Full title of the Plan)

Russell C. Hochman, Esq.

Senior Vice President and General Counsel,

Chief Compliance Officer & Corporate Secretary

Harsco Corporation

Two Logan Square

100-120 North 18th Street, 17th Floor

Philadelphia, PA 19103

(267) 857-8715

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Darrick M. Mix, Esq.

Duane Morris LLP

30 South 17th Street

Philadelphia, PA 19103

(215) 979-1000

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement registers an additional 2,207,000 shares of the Registrant’s Common Stock that may be offered and sold under the Plan. This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which one or more other registration statements filed on this form relating to the same employee benefit plan are effective. Pursuant to General Instruction E to Form S-8, the contents of the Registrant’s previously filed registration statements on Form S-8 relating to the Plan (File No. 333-188448, filed with the Securities and Exchange Commission on May 8, 2013, File No. 333-217616, filed with the Securities and Exchange Commission on May 3, 2017, and File No. 333-258398, filed with the Securities and Exchange Commission on July 31, 2020), including any amendments thereto or filings incorporated therein, are hereby incorporated by reference herein to the extent not otherwise amended or superseded by the contents hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.