-----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, Kk+L4+qtR01uwob87GjXYNnKv1wuTL4ykYFkhdOtTcXmNcZfjfFm6AG0PRfzsxTt OZurUE6JTSsHikW4Liea+Q== 0000886346-04-000159.txt : 20041122 0000886346-04-000159.hdr.sgml : 20041122 20041122134918 ACCESSION NUMBER: 0000886346-04-000159 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041122 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities FILED AS OF DATE: 20041122 DATE AS OF CHANGE: 20041122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KADANT INC CENTRAL INDEX KEY: 0000886346 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 521762325 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11406 FILM NUMBER: 041160137 BUSINESS ADDRESS: STREET 1: ONE ACTON PLACE, SUITE 202 CITY: ACTON STATE: MA ZIP: 01720 BUSINESS PHONE: (978) 776-2000 MAIL ADDRESS: STREET 1: ONE ACTON PLACE, SUITE 202 CITY: ACTON STATE: MA ZIP: 01720-3951 FORMER COMPANY: FORMER CONFORMED NAME: THERMO FIBERTEK INC DATE OF NAME CHANGE: 19930328 8-K 1 kaiform8k112204.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 22, 2004 KADANT INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11406 52-1762325 (State or Other (Commission File Number) (IRS Employer Jurisdiction Identification No.) of Incorporation) One Acton Place Acton, Massachusetts 01720 (Address of Principal Executive Offices) (Zip Code) (978) 776-2000 Registrant's telephone number, including area code Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) KADANT INC. Item 2.05 Costs Associated with Exit or Disposal Activities. On November 22, 2004, Kadant Inc. (the "Company") issued a press release announcing approval on November 18, 2004, of a proposed restructuring of the Company's Kadant Lamort subsidiary, based in Vitry-le-Francois, France. This restructuring was initiated to strengthen Kadant Lamort's competitive position in the European paper industry. Under French law, the proposed restructuring requires consultation with Kadant Lamort's workers' council, which consists of employees and trade union representatives, before implementation. The restructuring primarily includes the reduction of 136 full-time positions in France, and is expected to be implemented over the next six months. The Company estimates that it will accrue a restructuring charge for severance and associated costs of the workforce reduction of between $6 million and $10 million in the fourth quarter of 2004 and that these costs will result in cash expenditures within the next twelve months. The Company is also evaluating the effects of this restructuring on the retirement plan at Kadant Lamort and will record an adjustment to the associated liability, if any, consistent with accounting principles generally accepted in the United States. The foregoing summary description of the content of the press release is qualified in its entirety by reference to the press release, the full text of which is attached as an exhibit to this Form 8-K. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: Except for historical information, the matters discussed in this filing on Form 8-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements, including without limitation the Company's intentions, beliefs, expectations and predictions, involve risks and uncertainties which may cause actual results to differ materially from those discussed herein. These include forward-looking statements regarding the potential improvement or recovery of the paper industry; our projected operations; the future performance of our businesses; the estimated size, cost, and timing of the implementation of the restructuring; estimated annualized savings from the restructuring; and future profitability and competitiveness of the French operation. These risks and uncertainties are detailed by the Company in its filings with the Unites States Securities and Exchange Commission ("SEC"), including without limitation its most recent filing on Form 10-Q for the period ended October 2, 2004. These include risks and uncertainties relating to our dependence on the pulp and paper industry; international sales and operations; competition; ability to manufacture and distribute composite building products, and the seasonality in sales and the long-term performance of such products; availability of raw materials and exposure to commodity price fluctuations related to the manufacture of composite and fiber-based products; acquisition strategy; protection of patents and proprietary rights; fluctuations in quarterly operating results; and anti-takeover provisions. You are strongly urged to review all such filings for more detailed discussion of such risks and uncertainties. The Company's SEC filings are readily obtainable at no charge at www.sec.gov. Item 9.01 Financial Statements and Exhibits. (c) Exhibits No. Description --- ----------- 99.1 Press Release dated November 22, 2004 < 2 > KADANT INC. SIGNATURE 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 hereunto duly authorized. KADANT INC. Date: November 22, 2004 By: /s/ Thomas M. O'Brien -------------------------------------------------- Thomas M. O'Brien Executive Vice President, Chief Financial Officer, and Treasurer 3 EX-99 2 kaiform8kexh991112204.txt .1 Exhibit 99.1 [LOGO] NEWS KADANT AN ACCENT ON INNOVATION One Acton Place, Suite 202 Acton, MA 01720 Investor contact: Thomas M. O'Brien, 978-776-2000 Media contact: GreatPoint Communications, 978-392-6866 Kadant Approves Restructuring of its French Subsidiary ACTON, Mass., November 22, 2004 - Kadant Inc. (NYSE:KAI) has approved a proposed restructuring of its Kadant Lamort subsidiary, based in Vitry-le-Francois, France, intended to strengthen the operation's competitive position in the European paper industry. Under French law, the proposal requires consultation with Kadant Lamort's workers' council, which consists of employees and trade union representatives, before implementation. The restructuring would involve the reduction of 136 full-time positions in France over the next six months. Kadant Lamort currently employs approximately 320 people throughout Europe. Kadant would accrue an estimated restructuring charge of $6 million to $10 million in the fourth quarter of 2004 for severance and associated costs related to the proposed workforce reduction. When fully implemented, the company expects to yield annualized savings from the restructuring of approximately $5 million to $7 million. "The weak market environment in Europe over the past few years has affected our ability to compete effectively," said Alain Serres, president of Kadant Lamort. "These decisions will be very difficult, but essential to allow Kadant Lamort to maintain its position as a leading supplier to the European pulp and paper industry. Our goal is to preserve as many positions as possible for the long term by improving the overall health of the business." William A. Rainville, chairman and chief executive officer of Kadant, said, "Kadant Lamort has been, and we expect will continue to be, our European base for supplying a range of products to the paper industry. Since we acquired the business in 1990, we have made substantial investments in facility improvements and technology advancement, including our only global R&D center for stock-preparation systems. "Other operations within Kadant have benefited in the past from reorganizations in response to market conditions. I am confident that the restructuring will enable Kadant Lamort to attain levels of profitability and competitiveness in line with Kadant operations elsewhere in the world. Alain and his team have our full support during this difficult process, and we believe that the proposed actions will allow a stronger, healthier Kadant Lamort to emerge as market conditions begin to improve." Kadant Lamort provides a range of products and services to the global pulp and paper industry, primarily in the European marketplace. Its products include stock-preparation systems used for the production of virgin and recycled packaging, printing, tissue, and special grades. The business also supplies paper machine doctoring equipment and other papermaking accessories, as well as water filtration, formation, and cleaning and conditioning systems. Kadant Inc. is a leading supplier of a range of products for the global papermaking and paper recycling industries, including stock-preparation equipment, water-management systems, and paper machine accessories. We also develop and manufacture composite building materials produced from recycled fiber and plastic. Kadant, based in Acton, Massachusetts, had approximately $204 million in revenues in 2003 and 1,000 employees worldwide. For more information, please visit www.kadant.com. The following constitutes a "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that involve a number of risks and uncertainties, including forward-looking statements regarding the potential improvement or recovery of the paper industry; our projected operations; the future performance of our businesses; the estimated size, cost, and timing of the implementation of the restructuring; estimated annualized savings from the restructuring; and future profitability and competitiveness of the French operation. Important factors that could cause actual results to differ materially from those indicated by such statements are set forth under the heading "Risk Factors" in Kadant's quarterly report on Form 10-Q for the period ended October 2, 2004. These include risks and uncertainties relating to our dependence on the pulp and paper industry; international sales and operations; competition; ability to manufacture and distribute composite building products, and the seasonality in sales and the long-term performance of such products; availability of raw materials and exposure to commodity price fluctuations related to the manufacture of composite and fiber-based products; acquisition strategy; protection of patents and proprietary rights; fluctuations in quarterly operating results; and anti-takeover provisions. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. ### 2 -----END PRIVACY-ENHANCED MESSAGE-----