UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 7, 2005
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 of Identification No.)
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 1.01 Entry into a Material Definitive Agreement.
Director Compensation. On June 7, 2005, the board of directors of
Kadant Inc. ("Kadant") approved the following changes to Kadant's compensation
practices for its non-employee directors, effective as of July 1, 2005, except
for the grants under the Restricted Stock Award issued on June 7, 2005.
Annual Retainer. The non-employee directors of Kadant are paid
an annual retainer of $18,000, payable monthly in 12 equal installments
of $1,500.
Meeting Fees. In addition to the annual retainer, non-employee
directors of Kadant receive meeting fees for attendance at meetings of
the board of directors. The fee is $1,500 for being present in person
at regularly scheduled meetings of the board of directors and $750 for
participating in meetings of the board of directors held by telephone
where substantive action is taken or that last more than one hour. For
committee meetings of the board of directors, the fee is $500 for being
present in person at regularly scheduled committee meetings and $250
for participating in committee meetings by telephone where substantive
action is taken or that last more than one hour.
Committee Chair Retainers. The board of directors has also
approved annual retainers for the chairmen of the following committees:
Audit Committee - $3,000; Compensation Committee - $2,000; Nominating
and Corporate Governance Committee - $1,000. These retainers are in
addition to the annual retainer and meeting fees described above.
Restricted Stock Award. In addition to the 2,500 shares of
restricted common stock issued to each of Kadant's non-employee directors on
April 1, 2005 under its Directors' Restricted Stock Plan, on June 7, 2005, the
board of directors of Kadant agreed to issue 2,500 shares of restricted common
stock under its Amended and Restated Equity Incentive Plan to each of its non-
employee directors in exchange for their service on the board of directors and
its various committees through the next year, amounting in the aggregate to
10,000 shares of restricted common stock issued by Kadant to its four non-
employee directors. The board of directors reserved the right to reevaluate this
form of director compensation for future periods. The restricted shares must be
held for the earlier of three years or until the director retires from the board
of directors. All restrictions lapse on death. Directors are permitted to sell
enough shares to satisfy the federal and state income taxes incurred as a
consequence of the issuance of the shares. The terms and conditions of the
agreement governing these restricted shares are set forth in the restricted
stock agreement, a form of which is filed herewith under Item 9.01(c).
There were no changes to the other components of Kadant's non-employee
director compensation practices as previously disclosed in Kadant's Annual
Report on Form 10-K for the fiscal year ended January 1, 2005 filed with the
Securities and Exchange Commission on March 16, 2005 and Kadant's Definitive
Proxy Statement on Schedule 14A for its 2005 annual meeting of stockholders
dated April 26, 2005.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
No. Description
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99.1 Form of Restricted Stock Agreement for award of restricted
shares to non-employee directors.
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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: June 13, 2005 By:
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Thomas M. O'Brien
Executive Vice President and
Chief Financial Officer
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Exhibit 99.1
Grant ID # XX-XXXX
KADANT INC.
EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
[NAME]
Name of Recipient
[NUMBER]
Number of Restricted Shares of
Common Stock Awarded
Vesting Schedule for Restricted Shares Awarded:
# of Shares Vesting Date
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[NUMBER] June 7, 2008
JUNE 7, 2005
Award Date
Kadant Inc. (the "Company") has selected you to receive the restricted
stock award identified above, subject to the provisions of the Equity Incentive
Plan (the "Plan") and the terms, conditions and restrictions contained in this
agreement (the "Agreement"). Please confirm your acceptance of this Award, your
agreement to the terms of the Plan and this Agreement, your receipt of a copy of
the Plan, and your receipt of a memorandum regarding the tax treatment of awards
of restricted stock, by signing both copies of this Agreement. You should keep
one copy for your records and return the other copy promptly to the Stock Option
Manager of Kadant Inc., One Acton Place, Suite 202, Acton, Massachusetts 01720.
KADANT INC.
By:____________________________________
William A. Rainville
Chairman and Chief Executive Officer
Accepted and Agreed:
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Recipient
KADANT INC.
EQUITY INCENTIVE PLAN
Restricted Stock Agreement
1. Preamble. This Restricted Stock Agreement contains the terms and conditions
of an award of shares of restricted stock (the "Restricted Shares") of
Kadant Inc. (the "Company") made to the Recipient identified on the first
page of this Agreement pursuant to the Plan. Any consideration due to the
Company on the issuance of the Restricted Shares has been deemed to be
satisfied by past services rendered by the Recipient to the Company.
2. Restrictions on Transfer. Unless and until the Restricted Shares shall
have vested as provided in Paragraph 3 below, for so long as the Recipient
is a member of the Board of Directors of the Company, he agrees not to
sell, transfer, pledge or assign any of the Restricted Shares acquired
under this Agreement for a period of three years from the date of issuance
except (i) that number of Restricted Shares approximately equal to the
federal and state income taxes payable by the Recipient as a consequence of
the issuance of the Restricted Shares (it being assumed for this purpose
that the Recipient is in the highest marginal tax bracket for federal
income tax) or (ii) as the Compensation Committee of the Board of Directors
of the Company may permit in its discretion, because of a financial
hardship incurred by the Recipient, or for such other reason the
Compensation Committee determines.
3. Vesting. The term "vest" as used in this Agreement means the lapsing of the
restrictions that are described in this Agreement with respect to the
Restricted Shares. The Restricted Shares shall vest in accordance with the
schedule set forth on the first page of this Agreement, provided in each
case that the Recipient is then, and since the Award Date has continuously
been, a member of the Board of Directors of the Company. Notwithstanding
the foregoing, the Recipient shall become vested in the Restricted Shares
prior to the vesting dates set forth on the first page of this agreement in
the following circumstances:
(a) In the event of a "Change in Control," all Restricted Shares that have
not previously been forfeited shall immediately vest, provided that
the Recipient is then a director of the Company. "Change in Control"
shall have the same meaning for the purposes of this Agreement as set
forth in Section 9 of the Plan, as the same may be amended from time
to time.
(b) In the event the Recipient ceases to be a member of the Board of
Directors of the Company, whether by failure to be renominated or
re-elected to the Board of Directors of the Company, all Restricted
Shares that have not previously been forfeited shall immediately vest.
(c) Notwithstanding any provision of this Agreement, in the event the
Recipient is a director of the Company on June 7, 2008, all of the
outstanding Restricted Shares that have not previously been forfeited
shall immediately vest.
4. Dividends and Voting Rights. The Recipient shall be entitled to any and all
dividends or other distributions paid with respect to the Restricted Shares
which have not been forfeited or otherwise disposed of and shall be
entitled to vote any such Restricted Shares; provided however, that any
property (other than cash) distributed with respect to Restricted Shares,
including without limitation a distribution of shares of the Company's
stock by reason of a stock dividend, stock split or otherwise, or a
distribution of other securities based on the ownership of Restricted
Shares, shall be subject to the restrictions of this Restricted Stock
Agreement in the same manner and for so long as the
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Restricted Shares remain subject to such restrictions, and shall be
promptly forfeited to the Company if and when the Restricted Shares are so
forfeited.
5. Certificates. (a) Legended Certificates. The Recipient is executing and
delivering to the Company blank stock powers to be used in the event of
forfeiture. Any certificates representing unvested Restricted Shares shall
be held by the Company, and any such certificate (and, to the extent
determined by the Company, any other evidence of ownership of unvested
Restricted Shares) shall contain the following legend:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) OF THE ISSUER'S EQUITY INCENTIVE PLAN AND A RESTRICTED
STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE
ISSUER. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES
OF THE ISSUER.
(b) Book Entry. If unvested Restricted Shares are held in book entry form,
the Recipient agrees that the Company may give stop transfer instructions
to the depository to ensure compliance with the provisions of this
Agreement. The Recipient hereby (i) acknowledges that the Restricted Shares
may be held in book entry form on the books of the Company's depository (or
another institution specified by the Company), and irrevocably authorizes
the Company to take such actions as may be necessary or appropriate to
effectuate a transfer of the record ownership of any such shares that are
unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as
a precondition to the issuance of any certificate or certificates with
respect to unvested Restricted Shares, one or more stock powers, endorsed
in blank, with respect to such shares, and (iii) agrees to sign such other
powers and take such other actions as the Company may reasonably request to
accomplish the transfer or forfeiture of any unvested Restricted Shares
that are forfeited hereunder.
6. Unrestricted Shares. As soon as practicable following the vesting of any
Restricted Shares the Company shall cause a certificate or certificates
covering such shares, without the legend contained in Paragraph 6(a), to be
issued and delivered to the Recipient, subject to the payment by the
Recipient by cash or other means acceptable to the Company of any federal,
state, local and other applicable taxes required to be withheld in
connection with such vesting. The Recipient understands that once a
certificate has been delivered to the Recipient in respect of Restricted
Shares which have vested, the Recipient will be free to sell the shares of
common stock evidenced by such certificate, subject to applicable
requirements of federal and state securities laws.
7. Tax Withholding. The Recipient expressly acknowledges that the award or
vesting of the Restricted Shares will give rise to "wages" subject to
withholding. The Recipient expressly acknowledges and agrees that the
Recipient's rights hereunder are subject to the Recipient's paying to the
Company in cash (or by such other means as may be acceptable to the
Company in its discretion, including, if the Compensation Committee of the
Board of Directors of the Company ("the Compensation Committee") so
determines, by the delivery of previously acquired shares of common stock
of the Company or by having the Company hold back from the shares to be
delivered, shares of the Company's common stock having a value calculated
to satisfy the withholding requirement) all federal, state, local and any
other applicable taxes required to be withheld in connection with such
award or vesting. If the withholding obligation is not satisfied by the
Recipient promptly, the Company may, without further consent from the
Recipient, have the right to deduct such taxes from any payment of any kind
otherwise due to the Recipient, including but not limited to, the hold back
from the shares to be delivered pursuant to Section 5 of this Agreement of
that number of shares calculated to satisfy all federal, state, local
or other applicable taxes required to be withheld in connection with such
award or vesting.
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8. Administration. The Board of Directors of the Company, or the Compensation
Committee or other committee designated in the Plan, shall have the
authority to manage and control the operation and administration of this
Agreement. Any interpretation of the Agreement by any of the entities
specified in the preceding sentence and any decision made by any of them
with respect to the Agreement is final and binding.
9. Plan Definitions. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the
Plan, a copy of which has already been provided to the Recipient.
10. Amendment. This Agreement may be amended only by written agreement between
the Recipient and the Company, without the consent of any other person.
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