-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TrIp9Ma4/Rsw0V5e+3s/Kr/LxtGEK5NdBWKw0YtvxMUZlVrkPuWX2w7z80vWOhQh 8scfOs/UFKOo5EG1cOXQzQ== 0000054381-98-000023.txt : 19981028 0000054381-98-000023.hdr.sgml : 19981028 ACCESSION NUMBER: 0000054381-98-000023 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981027 EFFECTIVENESS DATE: 19981027 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAMAN CORP CENTRAL INDEX KEY: 0000054381 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 060613548 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-66179 FILM NUMBER: 98731316 BUSINESS ADDRESS: STREET 1: 1332 BLUE HILLS AVE CITY: BLOOMFIELD STATE: CT ZIP: 06002 BUSINESS PHONE: 2032437100 MAIL ADDRESS: STREET 1: PO BOX 1 CITY: BLOOMFIELD STATE: CT ZIP: 06002 FORMER COMPANY: FORMER CONFORMED NAME: KAMAN AIRCRAFT CORP DATE OF NAME CHANGE: 19680403 S-8 1 As filed with the Securities and Exchange Commission on October 27, 1998. Registration No. 33- ======================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KAMAN CORPORATION (Exact name of issuer as specified in its charter) Connecticut 06-0613548 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) Blue Hills Avenue, Bloomfield, CT 06002 (Address of Principal Executive Offices) KAMAN CORPORATION 1993 STOCK INCENTIVE PLAN (Full title of the plan) Candace A. Clark Senior Vice President, Chief Legal Officer and Secretary Kaman Corporation Blue Hills Avenue, Bloomfield, CT 06002 (860) 243-7100 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) Per Share(2) Price(2) Fee(3) - ------------------------------------------------------------------------ Class A Common 1,250,000 $16.5625 $20,703,125 $5,755.47 Stock, $1.00 par shares value per share - ----------------------------------------------------------------------- (1) The registration statement also includes an indeterminable number of additional shares that may become issuable as a result of terminated, expired, forfeited or surrendered awards respecting Class A Common Stock, or pursuant to the antidilution adjustment provisions of the plan. (2) In accordance with Rule 457, calculated on the basis of the average of the high and low prices for the Class A Common Stock on the Nasdaq National Market on October 26, 1998. (3) 960,000 shares of the Class A Common Stock issuable under the plan were previously registered on Registration Statement No. 33-51483 which carried forward 675,992 shares under a predecessor plan which were previously registered on Registration Statement No. 2-94835. Of those shares, 1,105,539 shares are being carried forward to the prospectus related to this Registration Statement. A registration fee of $3,186.21 was previously paid by the Registrant with respect to those shares previously registered. The Exhibit Index is located at page 4. Page 1 of 4 pages. As permitted by Rule 429 under the Securities Act of 1933, the prospectus related to this Registration Statement also covers securities registered under the Registration Statement No. 33-51483 on Form S-8. INCORPORATION OF CONTENTS OF EARLIER REGISTRATION STATEMENT BY REFERENCE The purpose of this Registration Statement is to register 1,250,000 shares of the Registrant's Class A Common Stock, $1.00 par value per share, in addition to the 960,000 shares previously registered, in connection with the Registrant's 1993 Stock Incentive Plan. Pursuant to General Instruction E of Form S-8, the Registrant's Registration Statement (Registration No. 33-51483) on Form S-8 filed with the Commission on December 16, 1993 in connection with such Plan is incorporated herein by reference. Page 2 of 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Bloomfield, Connecticut, on October 27, 1998. KAMAN CORPORATION By: Robert M. Garneau Executive Vice President and Chief Financial Officer 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 Charles H. Kaman Chairman, President and October 27, 1998 Chief Executive Officer Robert M. Garneau Executive Vice President October 27, 1998 and Chief Financial Officer (Principal Financial Officer) Charles H. Kaman Director and October 27, 1998 Attorney-in-fact for: Brian E. Barents Director Fred A. Breidenbach Director E. Reeves Callaway, III Director Frank C. Carlucci Director Laney J. Chouest Director John A. DiBiaggio Director Edythe J. Gaines Director Huntington Hardisty Director C. William Kaman, II Director Eileen S. Kraus Director Hartzel Z. Lebed Director Walter H. Monteith, Jr. Director John S. Murtha Director Wanda L. Rogers Director Page 3 of 4 EXHIBIT INDEX No. Description 4.1 Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File No. 33-51485), as amended, filed with the Commission on December 16, 1993) 4.2 By-Laws, as amended, of the Company (Incorporated by reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for the year ended December 31, 1990) 5 Opinion of Murtha, Cullina, Richter and Pinney, LLP 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Murtha, Cullina, Richter and Pinney LLP contained in their opinion filed as Exhibit 5 24 Power of Attorney Page 4 of 4 EX-5 2 October 21, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Kaman Corporation 1993 Stock Incentive Plan Registration Statement an Form S-8. Ladies and Gentlemen: We have acted as counsel to Kaman Corporation, a Connecticut corporation (the "Company"), in connection with the preparation and filing of the above-captioned Registration Statement on Form S-8 (the "Registration Statement") registering an additional 1,250,000 shares of Class A Common Stock, $1.00 par value per share ("Common Stock"), of the Company for issuance from time-to-time under the Kaman Corporation 1993 Stock Incentive Plan (the "Plan"). The Company has asked us to furnish you with our opinion as to the matters hereinafter set forth in support of the Registration Statement. In rendering this opinion, we have reviewed originals or copies, certified or otherwise authenticated to our satisfaction, of the Amended and Restated Certificate of Incorporation, Bylaws, and other records of the corporate proceedings of the Company and such other documents, including the Plan, as we have deemed necessary. As to various questions of fact material to our opinion, we have relied upon statements of fact contained in the documents we have examined or made to us by officers of the Company, who by reason of their positions would be expected to have knowledge of such facts. In addition, we have reviewed such provisions of law and have made such other and further investigations as we have deemed necessary in order to express the opinions hereinafter set forth. Based upon and subject to the foregoing, we are of the opinion that, upon the effectiveness of the Registration Statement, the 1,250,000 additional shares of Common Stock which may be issued and sold from time-to-time by the Company pursuant to the Plan as described in the Registration Statement will be, when issued in accordance with the Plan, validly issued, fully paid and nonassessable shares of Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, MURTHA, CULLINA, RICHTER and PINNEY, LLP By: Willard F. Pinney, Jr. A Partner EX-23 3 The Board of Directors Kaman Corporation: We consent to the incorporation by reference herein of our reports dated January 29, 1998 relating to the consolidated balance sheets of Kaman Corporation and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of operations, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997. KPMG Peat Marwick LLP Hartford, Connecticut October 23, 1998 EX-24 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does hereby appoint and constitute Charles H. Kaman and Robert M. Garneau, and each of them, with full power to act with or without the other, as his or her agent and attorney-in-fact to execute in his or her name, place and stead (whether on behalf of the undersigned individually or as an officer or director of Kaman Corporation or otherwise) a Registration Statement on Form S-8 of Kaman Corporation respecting its 1993 Stock Incentive Plan and predecessor plan, and any and all amendments thereto, including post-effective amendments and any additional registration statement on Form S-8 with respect to such Plan, and to file such Registration Statement and any such amendment thereto or additional registration statements with the Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned have executed this instrument this 13th day of October, 1998. Brian E. Barents Huntington Hardisty Fred A. Breidenbach C. William Kaman, II E. Reeves Callaway, III Eileen S. Kraus Frank C. Carlucci Hartzel Z. Lebed Laney J. Chouest Walter H. Monteith, Jr. John A. DiBiaggio John S. Murtha Edythe J. Gaines Wanda L. Rogers -----END PRIVACY-ENHANCED MESSAGE-----