As filed with the Securities and Exchange Commission
on June 10, 2004
Registration No. 333-__________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KAMAN CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 06-0613548
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1332 Blue Hills Avenue
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)
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KAMAN CORPORATION 2003 STOCK INCENTIVE PLAN
(Full title of the plan)
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Candace A. Clark
Senior Vice President,
Chief Legal Officer and Secretary
Kaman Corporation
1332 Blue Hills Avenue
Bloomfield, Connecticut 06002
(Name and address of agent for service)
(860) 243-7100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
maximum aggregate Amount of
Title of securities Amount to be offering price offering registration
registered(1) Registered (2) per share(3) price(3) fee
------------------- -------------- -------------- --------- -------------
Class A Common 2,000,000 $ 11.93 $23,860,000 $ 3,023.06
Stock, $1.00 par shares
value per share
Class A Common 1,246,460 N/A N/A N/A
Stock, $1.00 par shares
value per share
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Total: 3,246,460 $ 11.93 $23,860,000 $ 3,023.06
=============================================================================
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate number of
additional shares that may become issuable as a result of terminated,
expired, forfeited or surrendered awards respecting shares of the
registrant's Class A Common Stock, or pursuant to the antidilution
adjustment provisions of the Plan (as defined herein).
(2) The offer and sale of 1,246,460 shares registered hereby (the
"Carryover Shares") were previously registered pursuant to a
registration statement on Form S-8 (File No. 333-66179) filed by the
registrant and effective on October 27, 1998 (the "1998 Registration
Statement"), for offer and sale under the registrant's 1993 Stock
Incentive Plan. As of the date of filing hereof, the Carryover Shares
have not been issued and sold pursuant to the 1993 Stock Incentive Plan.
The registrant's 2003 Stock Incentive Plan is the successor plan to the
1993 Stock Incentive Plan. The Carryover Shares and the corresponding
portion of the $5,755.47 aggregate fee paid by the registrant with
respect to the 1998 Registration Statement are being carried over to
this Registration Statement in accordance with Instruction E to Form S-8
and related interpretations of the staff of the Division of Corporation
Finance of the Securities and Exchange Commission. Accordingly, no
additional registration fee is payable with respect to the Carryover
Shares.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. Based
upon the average of the high and low prices reported for the Class A
Common Stock on the NASDAQ National Market System on June 7, 2004
EXPLANATORY STATEMENT
The purpose of this registration statement (the
"Registration Statement") is to register 2,000,000 shares of
Class A Common Stock, $1.00 per share par value ("Class A Common
Stock") of Kaman Corporation (the "Company") reserved for
issuance and delivery under the Kaman Corporation 2003 Stock
Incentive Plan (the "Plan"), in addition to the 1,246,460
shares of Class A Common Stock (the "Carryover Shares") being
registered hereunder which were previously registered in
connection with the Company's 1993 Stock Incentive Plan on the
Company's Registration Statement File No. 333-66179, filed and
effective on October 27, 1998 (the "1998 Registration
Statement"). Pursuant to General Instruction E of Form S-8 and
related interpretations of the staff of the Division of
Corporation Finance of the Securities and Exchange Commission,
the 1,246,460 Carryover Shares (and the related registration
fee previously paid in connection therewith) are being hereby
carried forward to this Registration Statement.
Concurrently with the filing of this Registration Statement,
the Company is also filing a Post-Effective Amendment No. 1 to
the 1998 Registration Statement pursuant to Item 512(a)(3) of
Regulation S-K to deregister the Carryover Shares under the 1998
Registration Statement.
As permitted by Rule 429 under the Securities Act of 1933,
the prospectus related to this Registration Statement also covers
securities registered under Registration Statement No. 333-66179
on Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants in the Plan
as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act
of 1933 (the "Securities Act"). Such documents are not being
filed with the Commission, but constitute (along with the
documents incorporated by reference into this registration
statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
The Company shall furnish without charge to each person to
whom the prospectus is delivered, on the written or oral request
of such person, a copy of any and all of the documents
incorporated by reference into this registration statement, other
than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is
incorporated). Requests should be directed to Kaman Corporation,
Blue Hills Avenue, Bloomfield, Connecticut 06002, Attention:
Marien Keane, Plan Administrator, telephone number 860-243-7100.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Commission
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2003, filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934
(the "1934 Act");
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal year
covered by the registrant document referred to in
(a)above;
(c) The description of the Company's Class A Common
Stock which is contained in its registration statement
filed under the 1934 Act, and any amendment or report
filed under the 1934 Act for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all
shares of Class A Common Stock offered hereby have been sold or
which deregisters all shares of Class A Common Stock remaining
unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Certain information contained in this registration statement
summarizes, is based upon, or refers to, information contained in
one or more exhibits to this Registration Statement.
Accordingly, the information contained herein is qualified in its
entirety by reference to such documents and should be read in
conjunction therewith.
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the shares of Class A Common Stock to which
this Registration Statement relates has been passed upon by the
law firm of Murtha Cullina LLP, counsel to the Company. Mr. John
S. Murtha, of counsel to Murtha Cullina LLP and a director
emeritus of the Company, is currently one of six holders of a
power of attorney to vote shares of the Company's Class B Common
Stock held by the Company's founder, Mr. Charles H. Kaman.
Mr. Murtha also serves as a voting trustee of a voting trust (the
"Voting Trust") which holds additional shares of the Company's
Class B Common Stock. Mr. John C. Yavis, Jr., who is also of
counsel to Murtha Cullina LLP, also serves as a voting trustee of
the Voting Trust.
Item 6. Indemnification of Directors and Officers
Section 33-771(a) of the Connecticut Business Corporation
Act ("CBCA") provides that the Company shall, subject to the
determination and authorization requirements of Section 33-775,
indemnify an individual who is a party to a proceeding because he
or she is a director of the Company against liability incurred in
the proceeding if such individual acted in good faith and
reasonably believed, in the case of conduct in his or her
official capacity, that his or her conduct was in the best
interests of the Company, and, in all other cases, that his or
her conduct was at least not opposed to the best interests of the
Company. For indemnification in the case of any criminal
proceeding, a director must have had no reasonable cause to
believe his or her conduct was unlawful. Section 33-776 of the
CBCA provides that the Company shall, subject to the
determination and authorization requirements of Section 33-775,
indemnify an individual who is a party to a proceeding because he
or she is an officer of the Company to the same extent as if the
individual was a director of the Company under Section 33-771.
The termination of a proceeding by judgment, order,
settlement or conviction or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that a director did
not meet the relevant standard of conduct described in Section
33-771 of the CBCA. Section 771(d) of the CBCA provides that,
unless ordered by a court, the Company shall not indemnify a
director under Section 33-771 of the CBCA in connection with a
proceeding by or in the right of the Company, except for
reasonable expenses incurred in connection with the proceeding if
it is determined that the director has met the relevant standard
of conduct under Section 33-771 of the CBCA, or in connection
with any proceeding with respect to conduct for which the
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director was found liable on the basis that he or she received a
financial benefit to which he or she was not entitled, whether or
not involving action in his or her official capacity.
Section 33-772 of the CBCA requires the Company to indemnify
a director who was wholly successful, on the merits or otherwise,
in the defense of any proceeding to which such director was a
party because he or she was a director of the Company against
reasonable expenses incurred in connection with the proceeding.
Section 33-773 of the CBCA provides that the Company may
advance funds to pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding because he
or she is a director. The director is required to deliver a
written undertaking to repay any funds advanced if such director
is not entitled to mandatory indemnification and it is ultimately
determined that he or she has not met the relevant standard of
conduct.
Section 33-775 of the CBCA provides that the Company shall
not indemnify a director under Section 33-771 unless authorized
for a specific proceeding after a determination has been made
that indemnification of the director is permissible because he or
she has met the relevant standard of conduct set forth in Section
33-711. For directors, the determination and authorization
required by Section 33-775 may be made by, if there are two or
more disinterested directors, a majority vote of all the
disinterested directors or by a majority vote of the members of a
committee of two or more disinterested directors, by special
legal counsel, or by the shareholders. For officers, the
determination and authorization required by Section 33-775 may be
also be made by the general counsel of the Company or such other
or additional officer or officers as the board of directors may
specify.
Subparagraphs B and C of Article Seventh of the Amended and
Restated Certificate of Incorporation of the Company provide
that:
"B. Each director and officer of the corporation shall
be indemnified by the corporation against expenses
reasonably incurred by him in connection with any action,
suit or proceeding instituted or threatened to which he may
be made a party by reason of being or having been a director
or officer of the corporation, except as to matters as to
which he shall be adjudged in such action, suit or
proceeding to have been neglectful of his duty as such
director or officer. The foregoing right of indemnification
shall not be exclusive of other rights to which he may be
entitled.
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C. The personal liability of a director to the
Corporation or its shareholders for monetary damages for
breach of duty as a director shall be limited to an amount
equal to the amount of compensation received by the director
for serving the Corporation during the calendar year in
which the violation occurred (and if the director received
no such compensation from the Corporation during the
calendar year of the violation, such director shall have no
liability to the Corporation or its shareholders for breach
of duty) if such breach did not:
(1) involve a knowing and culpable violation of law by
the director;
(2) enable the director or an Associate, as defined in
subdivision (3) of Section 33-374(d) of the Connecticut
Stock Corporation Act as in effect at the time of the
violation, to receive an improper personal economic
gain;
(3) show a lack of good faith and a conscious
disregard for the duty of the director to the
Corporation under circumstances in which the director
was aware that his conduct or omission created an
unjustifiable risk of serious injury to the
Corporation;
(4) constitute a sustained and unexcused pattern of
inattention that amounted to an abdication of the
director's duty to the Corporation; or
(5) create liability under Section 33-321 of the
Connecticut Stock Corporation Act as in effect at the
time of the violation.
Any repeal or modification of this Subparagraph C shall
not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal and
modification.
Nothing contained in this Subparagraph C shall be
construed to deny to the directors of the Corporation any of
the benefits provided by Subsection (e) of Section 33-313 of
the Connecticut Stock Corporation Act, as in effect at the
time of the violation."
Section 33-777 of the CBCA authorizes the Company to
purchase and maintain insurance on behalf of the Company's
directors and officers. The Company maintains such directors and
officers liability insurance.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
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4.1 Kaman Corporation 2003 Stock Incentive Plan
(incorporated by reference to Exhibit 10(a) to the
Company's Annual Report on Form 10-K for the year
ended December 31, 2003).
5 Opinion of Murtha Cullina LLP (filed herewith).
23.1 Consent of Independent Registered Public Accounting
Firm (filed herewith).
23.2 Consent of Murtha Cullina LLP (contained in their
opinion filed as Exhibit 5).
24 Power of Attorney (filed herewith).
Item 9. Undertakings
A. Undertaking to Update Annually
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement);
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
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and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. Undertaking With Respect to Incorporating Subsequent 1934 Act
Documents By Reference
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Undertaking With Respect to Indemnification of Directors,
Officers or Controlling Persons
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
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the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Company certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement on Form
S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Bloomfield and State of Connecticut on
the 10th day of June, 2004.
KAMAN CORPORATION
By: /s/ Paul R. Kuhn
----------------------------
Name: Paul R. Kuhn
Title: Chairman, President
and Chief Executive Officer
(On behalf of the Registrant)
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
By: /s/ Paul R. Kuhn Chairman, June 10, 2004
--------------------- President, Chief
Paul R. Kuhn Executive Officer
and Director
(Principal Executive Officer)
By: /s/ Robert M. Garneau Executive Vice June 10, 2004
--------------------- President and Chief
Robert M. Garneau Financial Officer
(Principal Financial and
Accounting Officer)
By: /s/ Paul R. Kuhn Attorney-in-fact for: June 10, 2004
---------------------
Paul R. Kuhn
Brian E. Barents Director
E. Reeves Callaway III Director
John A. DiBiaggio Director
Edwin A. Huston Director
C. William Kaman II Director
Eileen S. Kraus Director
Walter H. Monteith, Jr. Director
Richard J. Swift Director
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EXHIBIT INDEX
Exhibit No.
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5 Opinion of Murtha Cullina LLP
23.1 Consent of Independent Registered Public
Accounting Firm
24 Power of Attorney
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