SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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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): August 8, 2001
Kadant Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-11406 52-1762325
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(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
245 Winter Street
Waltham, Massachusetts 02451
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 370-1650
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On August 8, 2001, Kadant Inc., formerly known as Thermo Fibertek Inc.
("Kadant"), issued a press release announcing that, after the close of the
market on that date, Thermo Electron Corporation ("Thermo Electron") distributed
0.0612 of a share of Kadant common stock as a dividend on each share of Thermo
Electron common stock outstanding as of 5:00 p.m. Eastern Daylight Time on July
30, 2001. This action completes the previously announced distribution described
in Kadant's Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 12, 2001.
The full text of Kadant's August 8, 2001 press release is filed as Exhibit
99 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits:
Exhibit No. Description
99 Press release dated August 8, 2001
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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 thereunto duly authorized on this 9th day of August, 2001.
KADANT INC.
By: /s/ Thomas M. O'Brien
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Thomas M. O'Brien
Executive Vice President, Chief Financial
Officer and Treasurer
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Exhibit Index
Exhibit No. Description
99 Press release dated August 8, 2001
For more information, call 781-370-1650.
Kadant Shares Distributed in First Thermo Electron Spinoff
WALTHAM, Mass., August 8, 2001 - Kadant Inc. (ASE:KAI), formerly Thermo Fibertek
Inc., becomes Thermo Electron's first spinoff today with the distribution by
Thermo Electron of all the Kadant shares it owns as a dividend to Thermo
Electron shareholders of record on July 30, 2001. The shares were distributed
after today's market close. Thermo Electron, which previously owned
approximately 91 percent of Kadant's common stock, no longer owns any Kadant
shares.
"We're thrilled to be on our own now as a truly independent company," said
William A. Rainville, president and chief executive officer of Kadant. "We are
ready to function as a stand-alone business. We have a winning combination of
technology, talent, and financial resources. These include substantial cash flow
from our well-established core business serving the global pulp and paper
industry, a new venture addressing multi-billion-dollar markets for fiber-based
composite building materials, and a healthy balance sheet with $167 million in
cash and investments. We are motivated by our prospects for future growth, and
confident that many of the same strategies we used to build a strong Thermo
Fibertek will help us achieve success going forward as Kadant."
Thermo Electron distributed .0612 shares of Kadant common stock for each
share of Thermo Electron common stock. The ratio is based on the number of
Thermo Electron shares outstanding on the July 30 record date and the actual
number of Kadant shares held by Thermo Electron today, the distribution date.
The Kadant spinoff is a final step in Thermo Electron's major
reorganization plan, begun in early 2000, that allows Thermo to focus on its
core business of instrument systems, components, and services.
Kadant Inc. is a leading supplier of a range of products for the global
papermaking and paper-recycling industries, including de-inking systems,
stock-preparation equipment, water-management systems, and papermaking
accessories. Through its majority-owned Thermo Fibergen subsidiary, the company
also develops and commercializes composite building materials produced from
natural fiber and recycled plastic.
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. Important factors
that could cause actual results to differ materially from those indicated by
such forward-looking statements are set forth under the heading "Risk Factors"
in Exhibit 99.1 to the company's current report on Form 8-K filed with the
Securities and Exchange Commission on August 6, 2001. These include risks and
uncertainties relating to: the company's dependence on the paper industry and
pulp and paper prices, international operations, competition, ability to enter
the composite building products market, acquisition strategy, dependence on
patents and proprietary rights, fluctuations in quarterly operating results, and
the proposed spinoff of the company.
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