8-K

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): March 29, 2016

KADANT INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-11406	52-1762325
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

One Technology Park Drive
Westford, Massachusetts	01886
(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:

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))

KADANT INC.

Item 1.01 Entry into a Material Definitive Agreement.

(a) Agreement to Acquire the PAALGROUP

On April 4, 2016, Kadant Inc. (Kadant), through wholly-owned subsidiaries, entered into a definitive agreement to acquire all of the outstanding shares of RT Holding GmbH, the parent corporation of a group of companies known as the PAALGROUP, for approximately 51 million Euros, or approximately USD $58 million. The acquisition closed on April 4, 2016. The PAALGROUP is comprised of four operating companies, PAAL GmbH, DICOM Limited, COMDEC PAAL SAS, and Amadeo Farell S.A.U., and manufactures channel balers and related equipment used in the processing of recyclable and waste materials.

The foregoing description of the transaction contemplated by the Share Purchase Agreement does not purport to be a complete statement of the parties' rights under the Share Purchase Agreement and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which will be filed as an exhibit to Kadant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2016. A copy of the press release announcing the execution of the Share Purchase Agreement is filed with this report as Exhibit 99.

(b) Amendment to the Credit Agreement

On March 29, 2016, Kadant entered into a second amendment and limited consent (Second Amendment) with the foreign subsidiary borrowers party thereto, the several banks and other financial institutions or entities party thereto, CITIZENS BANK, N.A., as administrative agent, and CITIZENS BANK, N.A., as multicurrency administrative agent. The Second Amendment amends the credit agreement dated as of August 3, 2012, as previously amended, by and among Kadant, the foreign subsidiary borrowers from time to time party thereto, the several banks and other financial institutions or entities from time to time party thereto, CITIZENS BANK, N.A., as administrative agent, and CITIZENS BANK, N.A., as multicurrency administrative agent (Credit Agreement). The Second Amendment adds Kadant Johnson Deutschland GmbH and Kadant International Luxembourg SCS as additional foreign subsidiary borrowers to the Credit Agreement, and Kadant Cayman Ltd. as a limited foreign subsidiary guarantor. The Second Amendment was entered into in connection with the acquisition of the PAALGROUP, described above.

The foregoing description of the Second Amendment does not purport to be a complete statement of the parties’ rights thereunder and is qualified in its entirety by reference to the full text of the Second Amendment, which will be filed as an exhibit to Kadant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2016.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above with respect to the Second Amendment, including without limitation the addition of Kadant Johnson Deutschland GmbH and Kadant International Luxembourg SCS as additional foreign subsidiary borrowers to the Credit Agreement, and Kadant Cayman Ltd. as a limited foreign subsidiary guarantor, as so amended, is incorporated herein in its entirety.

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KADANT INC.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibit
Exhibit     No.	Description of Exhibit
99	Press Release dated April 4, 2016 announcing the acquisition of the PAALGROUP and the execution of the Share Purchase Agreement.

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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: April 4, 2016	By	/s/ Michael J. McKenney
		Michael J. McKenney Senior Vice President and    Chief Financial Officer

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EX-99

Exhibit 99

[LOGO]

NEWS

KADANT

AN ACCENT ON INNOVATION

One Technology Park Drive

Westford, MA 01886

Investor contact: Michael McKenney, 978-776-2000

Media contact: Wes Martz, 269-278-1715

Kadant Acquires the PAALGROUP

WESTFORD, Mass., April 4, 2016 - Kadant Inc. (NYSE: KAI) announced today that it has acquired all of the outstanding shares of RT Holding GmbH, the parent corporation of a group of companies known as the PAALGROUP (PAAL) for approximately 51 million Euros in cash, or approximately USD $58 million. PAAL manufactures channel balers and related equipment used in the processing of recyclable and waste materials. The company is headquartered in Germany and has operations in Germany, the United Kingdom, France, and Spain.

“Our acquisition of PAAL broadens our product portfolio and extends our presence deeper into recycling and waste management,” said Jonathan W. Painter, president and chief executive officer of Kadant Inc. “With its strong aftermarket business and emphasis on product innovation, PAAL is an excellent fit with Kadant.”

Franzotto Hornung, president and chief executive officer of PAAL, commented, “We are excited to join Kadant and become a part of this dynamic organization. Kadant’s global platform and business model offers a number of exciting opportunities to extend PAAL’s leading market position in Europe to geographic regions around the globe.”

PAAL was founded in 1854 in Osnabrück, Germany. Its primary products include horizontal balers and conveyors used to process various materials including paper, plastic, and metal. The company is the leading European manufacturer of channel balers with a global presence. PAAL has 193 employees and revenues of approximately 48 million Euros for its fiscal year ended December 31, 2015.

About Kadant

Kadant Inc. is a global supplier of high-value, critical components and engineered systems used in process industries worldwide. The Company’s products, technologies, and services play an integral role in enhancing process efficiency, optimizing energy utilization, and maximizing productivity in resource-intensive industries. Kadant is based in Westford, Massachusetts, with revenues of $390 million in fiscal 2015 and 1,800 employees in 18 countries worldwide. For more information, 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 about our customers, products, and technologies. Our actual results may differ materially from these forward-looking statements as a result of various important factors, including those set forth under the heading "Risk Factors" in Kadant’s annual report on Form 10-K for the year ended January 2, 2016. These include risks and uncertainties relating to adverse changes in global and local economic conditions; the variability and difficulty in accurately predicting revenue from large capital equipment and systems projects; the variability and uncertainties in sales of capital equipment in China; the effect of currency fluctuations on our financial results; our customers’ ability to obtain financing for capital equipment projects; changes in government regulations and policies; the

oriented strand board market and levels of residential construction activity; development and use of digital media; price increases or shortages of raw materials; dependence on certain suppliers; international sales and operations; disruption in production; our acquisition strategy; our internal growth strategy; competition; soundness of suppliers and customers; our effective tax rate; future restructurings; soundness of financial institutions; our debt obligations; restrictions in our credit agreement; loss of key personnel; reliance on third-party research; protection of patents and proprietary rights; failure of our information systems or breaches of data security; fluctuations in our share price; 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.

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