S-8 POS 1 s-8pos.txt POST EFFECTIVE AMENDMENT NO. 1 TO S-8 As filed with the Securities and Exchange Commission on June 10, 2004 Registration No. 333- __________ ================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- 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) -------------- KAMAN CORPORATION 1993 STOCK INCENTIVE PLAN (Full title of the plan) -------------- 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) EXPLANATORY STATEMENT On October 27, 1998, Kaman Corporation (the "Company") filed a registration statement on Form S-8 (File No. 333-66179) to register 2,355,539 shares of the Company's Class A Common Stock, par value $1.00 per share (the "Class A Common Stock") for issuance in connection with the Company's 1993 Stock Incentive Plan (the "1993 Plan"). Pursuant to Item 512(a)(3) of Regulation S-K, this Post- Effective Amendment No. 1 to Form S-8 Registration Statement is being filed in order to deregister and withdraw from registration all shares of the Company's Class A Common Stock remaining unsold under Registration Statement No. 333-66179 as of the date hereof (the "Carryover Shares"). Concurrently with the filing of this Post Effective Amendment No. 1 to Form S-8 Registration Statement, the Company is also filing a new registration statement on Form S-8 (the "New Registration Statement"). The New Registration Statement relates to the registration of the offer and sale of 2,000,000 shares of the Company's Class A Common Stock issuable pursuant to the terms of the Company's 2003 Stock Incentive Plan, which is the successor to the Company's 1993 Plan. 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 Carryover Shares (and the related registration fee previously paid in connection therewith) are being carried forward to the Company's New Registration Statement. - 2 - 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 this Post-Effective Amendment No. 1 to Form S-8 registration statement and has duly caused this Post-Effective Amendment No. 1 to Form S-8 registration statement 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 Post Effective Amendment No. 1 to Form S-8 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/ Brian E. Barents Director June 7, 2004 -------------------------- Brian E. Barents - 3 - By: /s/ E. Reeves Callaway III Director June 7, 2004 -------------------------- E. Reeves Callaway III By: /s/ Edwin A. Huston Director June 7, 2004 -------------------------- Edwin A. Huston By: /s/ C. William Kaman II Director June 7, 2004 -------------------------- C. William Kaman II By: /s/ Eileen S. Kraus Director June 7, 2004 -------------------------- Eileen S. Kraus By: /s/ Richard J. Swift Director June 7, 2004 -------------------------- Richard J. Swift - 4 -