8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported):  January 2, 2008 (December 31, 2007)

KAMAN CORPORATION

(Exact name of registrant as specified in charter)

CONNECTICUT	0-1093	06-0613548
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	1332 Blue Hills Avenue
	Bloomfield, Connecticut 06002
	(860) 243-7100
(Address of Principal Executive Offices and Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The information required by Item 1.01 is incorporated into Item 2.01 below.

Item 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On December 31, 2007, Kaman Corporation ("Kaman") completed its previously announced sale of all of the capital stock of its wholly-owned subsidiary, Kaman Music Corporation ("Kaman Music") to Fender Musical Instruments Corporation ("Fender").  Kaman Music is an independent U.S. distributor of musical instruments and accessories.  Pursuant to the terms of the Stock Purchase Agreement, dated October 27, 2007 (the "Agreement") and amended on December 27, 2007 (the "Amendment"), Kaman received approximately $120 million in cash, which includes the purchase price of $117 million and certain working capital and cash adjustments made at closing as set forth in the Agreement.  As previously disclosed, the Agreement calls for specified post-closing purchase price adjustments which could result in a reduction of the purchase price.  As a result of the transaction, Kaman Music became a wholly-owned subsidiary of Fender.  Copies of the Agreement were previously filed as Exhibit 2.1 to Kaman's Report on Form 8-K, filed on October 29, 2007 and a copy of the Amendment is attached hereto as Exhibit 2.2, each of which are incorporated herein by reference.

As previously disclosed and in connection with the transactions contemplated by the Agreement, Kaman also entered into several ancillary agreements with Fender, including (i) a lease of the Kaman Music office and warehouse facility located in Bloomfield, Connecticut (the "Lease"), (ii) a license (the "License") to use of the names and trademarks of "Kaman Music Corporation" and "Kaman Music" and any derivations thereof by Kaman Music for three years following the closing and (iii) a transition services agreement (the "Transition Services Agreement") under which Kaman has agreed to provide to Kaman Music for up to two years, specified information technology and other services initially on the same cost and other bases as have been provided to Kaman Music in the past and at an increased cost during the second year.  Copies of these ancillary agreements were previously filed as exhibits to the Agreement in Kaman's Report on Form 8-K, filed on October 29, 2007 and are incorporated herein by reference.

The foregoing descriptions of the Agreement, the Amendment, the Lease, the License and the Transition Services Agreement (the "Transaction Documents") are qualified in their entirety by reference to the full text of the respective agreements.

The Transaction Documents are modified by any applicable underlying disclosure schedules, which may not be included in their complete and final form.

A copy of the press release announcing the closing of the transaction is furnished as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information:

Kaman will file the required pro forma financial information either by an amendment to this Form 8-K or with its Annual Report on Form 10-K for the year ended December 31, 2007.

(d) Exhibits

Exhibit No.	Description
2.2	Amendment No. 1 to the Stock Purchase Agreement, dated December 27, 2007, by and among Kaman Corporation, Kaman Music Corporation and Fender Musical Instruments Corporation
99.1	Press Release, issued on January 2, 2008, by Kaman Corporation.

SIGNATURES

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 thereunto duly authorized.

KAMAN CORPORATION

/s/ Robert M. Garneau

Robert M. Garneau

Executive Vice President and

Chief Financial Officer

Date:  January 2, 2008

EXHIBIT INDEX:

Exhibit No.	Description
2.2	Amendment No. 1 to the Stock Purchase Agreement, dated December 27, 2007, by and among Kaman Corporation, Kaman Music Corporation and Fender Musical Instruments Corporation
99.1	Press Release, issued on January 2, 2008, by Kaman Corporation.

EX-2.2

Exhibit 2.2

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

AMENDMENT NO. 1, dated as of December 27, 2007 (this “Amendment”), to that certain Stock Purchase Agreement, dated as of October 27, 2007 (the “Stock Purchase Agreement”), by and among KAMAN CORPORATION, a Connecticut corporation (“Seller”), KAMAN MUSIC CORPORATION, a Connecticut corporation and a direct wholly owned subsidiary of Seller (the “Company”), and FENDER MUSICAL INSTRUMENTS CORPORATION, a Delaware corporation (“Buyer”).  Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Stock Purchase Agreement.

WHEREAS, Seller, the Company and Buyer previously entered into the Stock Purchase Agreement pursuant to which Buyer will purchase all of the issued and outstanding shares of capital stock of the Company from Seller upon the terms and subject to the conditions set forth in the Stock Purchase Agreement; and

WHEREAS, the parties hereto wish to amend the Stock Purchase Agreement in certain respects.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto agree as follows:

1.Amendments.

(a)Section 1.2(b)(i) of the Stock Purchase Agreement is hereby amended and restated in its entirety as follows:

“The Base Amount shall be adjusted by the amount that the Estimated Closing Net Working Capital (as defined below) deviates from the Target Net Working Capital (the “Estimated Net Working Capital Adjustment”).  “Target Net Working Capital” is an amount equal to $54,279,000.  Two Business Days prior to the Closing, Seller shall deliver to Buyer a statement containing, in reasonable detail, its good faith estimate of (x) the Net Working Capital (as defined below) as of the Closing Date (the “Estimated Closing Net Working Capital”) and (y) the amount of Cash as of 11:59 p.m. on the Closing Date, net of Seller’s good faith estimate of any tax and currency exchange costs to Seller or the Company attributable to repatriating to the United States any portion of such Cash which is held outside the United States (such amount, the “Estimated Closing Cash”).  If the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, then the Base Amount shall be increased by such excess.  If the Estimated Closing Net Working Capital is less than the Target Net Working Capital, then the Base Amount shall be decreased by such deficiency.  In addition, the Base Amount shall be increased by the amount of the Estimated Closing Cash.  “Net Working Capital” means, on

a consolidated basis, the Company’s and its Subsidiaries’ (i) current assets minus (ii) current liabilities, in each case excluding Cash, Inter-company Accounts, Income Taxes payable or receivable and any deferred Income Tax assets or liabilities, and shall be determined in accordance with the methodology illustrated in Schedule 1.2(b) and, to the extent not inconsistent with such methodology, in accordance with GAAP and consistent with the methodology and principles used in the preparation of the Financial Statements.  Notwithstanding the foregoing, the Estimated Closing Net Working Capital and the Closing Net Working Capital shall include the book value of the three automobiles identified on Annex A hereto to the extent such automobiles are owned (not leased) by the Company as of the Closing and are not otherwise reflected in Net Working Capital.  Furthermore, the parties acknowledge that the special payments listed on Section 6.1(e) of the Company’s Disclosure Schedule will be paid by Seller through the Company’s payroll bank account at Bank of America, and to the extent such payments have not cleared the bank prior to the Closing, cash in an amount equal to such payments will be retained by the Company on deposit in such payroll bank account as of the Closing and, notwithstanding any provision to the contrary in this Agreement, will not be included in Estimated Closing Cash or in Closing Cash.  Accordingly, the Estimated Closing Net Working Capital and the Closing Net Working Capital will not include, as liabilities, the special payments except to the extent there are undisbursed routine payroll withholdings (e.g. 401(k) contributions and federal and state income tax) or unpaid payroll taxes associated with the special payments.”

(b)Section 8.6 of the Stock Purchase Agreement is hereby amended and restated in its entirety as follows:

“(a)            Disbursement Accounts.  Buyer and Seller agree that all U.S. disbursement accounts that are currently in use solely by the Company and the Subsidiaries will be retained by the Company and/or the Subsidiaries.

(b)            Payments.  If at any time following the Closing Seller or any of its subsidiaries receives payment to which the Company or any Subsidiary is entitled, Seller shall, and shall cause its subsidiaries to, promptly forward such payment to Buyer.”

(c)The following paragraph is hereby added as a new Section 8.9 to the Stock Purchase Agreement:

“Section 8.9    Human Resource Data.  From and after the Closing for period of one year following the Closing Date, Seller agrees (a) not to purge, and to instruct ADP to maintain and not purge, all existing human resource data (including, without limitation, data relating to payroll, benefits, vacation and savings plans) pertinent to the Company and the Subsidiaries that have been stored on behalf of Seller by ADP prior to the

Closing (the “HR Data”), (b) to assist Buyer at Seller’s expense in seeking any available remedies against ADP should ADP not comply with the instruction set forth in clause (a), and (c) to authorize the Company’s human resources and payroll personnel access to all of the Company’s and the Subsidiaries’ HR Data for purposes of viewing and preparing reports based on such information.  If such personnel needs assistance in developing reports beyond the types of reports provided to the Company prior to the Closing, Seller agrees to facilitate contact with ADP for purposes of requesting such assistance, Buyer and Seller agree that they will share equally in the first $20,000 of any charges incurred by reason of such assistance and Buyer agrees that it will promptly reimburse Seller for any additional documented charges incurred by reason of such assistance.  In addition, from and after the Closing until the earlier of (i) the date that final payroll is processed relating to pre-Closing periods and (ii) 15 days following the Closing Date, Seller agrees to authorize such personnel full access to all HR Data.”

  (d)Section 1.2(b) of the Company Disclosure Schedule is hereby amended by deleting therefrom footnote (a) and all references thereto.

2.Miscellaneous.

  (a)Each party hereto hereby acknowledges and confirms that all references in the Stock Purchase Agreement to “this Agreement” shall be deemed to include the Stock Purchase Agreement as amended by this Amendment.

  (b)Except as expressly amended hereby, the Stock Purchase Agreement shall remain in full force and effect in accordance with the terms thereof.

  (c)This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  (d)This Amendment shall be governed by the laws of the State of New York, without regard to the principles of conflicts of law thereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as of the day and year first above written.

KAMAN CORPORATION
By:	/s/ Robert M. Garneau
Name:  Robert M. Garneau
Title:     Executive Vice President and Chief Financial Officer
KAMAN MUSIC CORPORATION
By:	/s/ Edward G. Miller
Name:  Edward G. Miller
Title:     President
FENDER MUSICAL INSTRUMENTS CORPORATION
By:	/s/ William L. Mendello
Name:  William L. Mendello
Title:     Chief Executive Officer

Annex A

Automobiles

Make	Model	Year	VIN
BMW	5 Series 528i 4DR Sedan	2008	WBANU53558CT04253
Dodge	Grand Caravan SXT 4DR Wagon	2007	2D4GP44L47R182021
Dodge	Grand Caravan SXT 4DR Wagon	2007	2D4GP44L87R132495

EX-99.1

Exhibit 99.1

Kaman Corporation
Bloomfield, CT  06002 (860) 243-7100	NEWS
	KAMAN

KAMAN COMPLETES THE SALE OF ITS MUSIC SEGMENT

BLOOMFIELD, Conn. (January 2, 2008)– Kaman Corp. (NASDAQ-GM:KAMN)  disclosed today that on December 31, 2007, the company completed its previously announced sale of all of the capital stock of its wholly-owned subsidiary, Kaman Music Corporation, to Fender Musical Instruments Corporation (“FMIC”).  Pursuant to the terms of the stock purchase agreement, as amended, Kaman received approximately $120 million in cash, which includes the purchase price of $117 million and certain working capital and cash adjustments made at closing as set forth in the stock purchase agreement. The purchase price is subject to additional specified post closing purchase price adjustments. As a result of the transaction, Kaman Music became a wholly owned subsidiary of FMIC.

Kaman chairman, Paul Kuhn, stated, “Kaman Music has been a part of this company from the early 1960s when our founder, Charlie Kaman, invented the now famous Ovation Guitar.  Over the years, we have built Kaman Music into a position of prominence as the largest independent distributor of musical instruments and accessories to the many thousands of music retailers across the country.  It is very satisfying, therefore, to have found a strategic buyer of Fender’s stature to take what we have created forward into the future.  Kaman will use the proceeds of the sale to focus more specifically on its aerospace and industrial distribution businesses.”

Bill Mendello, Chairman and CEO of FMIC, stated, “We have a tremendous amount of respect for the legacy of Kaman Music and the brands that are a part of the KMC family. We strongly believe the combination of KMC and FMIC is a winning combination for dealers and musicians around the world.”

About Kaman Corporation:

Kaman Corp., headquartered in Bloomfield, Conn., conducts business in the aerospace and industrial distribution markets.

About Fender Musical Instruments Corporation:

Fender Musical Instruments Corporation (FMIC) is the world’s leading guitar manufacturer, and its name has become synonymous with all things rock ‘n’ roll.  Iconic Fender® instruments such as the Telecaster®, Stratocaster®, Precision Bass® and Jazz Bass® guitars are known worldwide as the instruments that started the rock revolution, and they continue to be highly prized by today’s musicians and collectors.  FMIC brands include Fender®, Squier®, Guild®, Gretsch®, Jackson®, Charvel®, SWR®, EVH®, Tacoma®, Olympia® and Brand X®. For more information, visit www.fender.com.

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Contact: Russell H. Jones Kaman Corporation (860) 243-6307 Russell.Jones@kaman.com Jason Padgitt Fender Musical Instruments Corp. (310) 946-9164 jpadgitt@fender.com