Kadant Inc. - SEC Filing

View:

Download DOC

Download PDF

As filed with the Securities and Exchange
Commission on December 27, 2002.
Registration No. 333-

-------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

---------------

FORM S-8
Registration Statement Under
The Securities Act of 1933

---------------

Kadant Inc.
(Exact Name of Registrant as Specified in Its Charter)

---------------

Delaware 52-1762325
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

One Acton Place, Suite 202
Acton, Massachusetts 01720
(Address of Principal Executive Offices) (Zip Code)

KADANT INC. EQUITY INCENTIVE PLAN

(Full Title of the Plan)

Sandra L. Lambert, Vice President, General Counsel and Secretary
Kadant Inc.
One Acton Place, Suite 202
Acton, Massachusetts 01720
(Name and Address of Agent for Service)

(978) 776-2000
(Telephone Number, Including Area Code, of Agent For Service)

---------------

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered (1) Per Share (2) Price (2) Registration Fee
------------------- -------------- ---------------- ------------------ ----------------

Common Stock, $.01 1,600,000 $15.60 $24,960,000 $2,296.32
par value per share shares

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall
be deemed to cover additional securities that may from time to time be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of
the Securities Act of 1933, as amended. The calculation of the registration fee has been based upon the
average of the high and low sales prices of the Registrant's common stock as reported on the American Stock
Exchange on December 23, 2002.

STATEMENT OF INCORPORATION BY REFERENCE

Except as otherwise set forth below, this Registration Statement on
Form S-8 incorporates by reference the contents of the Registration Statement
on Form S-8, File No. 33-83718, relating to the Company's Equity Incentive Plan.

The financial statements of the Registrant for the year ended December
29, 2001 included in the Registrant's Annual Report on Form 10-K (File Number
1-11406), have been audited by Arthur Andersen LLP, the Registrant's independent
public accountants for fiscal year 2001. The Registrant has been unable to
obtain the written consent of Arthur Andersen LLP with respect to the
incorporation by reference of its report issued with respect to such financial
statements in this Registration Statement. In reliance upon Rule 437a of the
Securities Act of 1933, as amended, the Registrant has not filed the written
consent of Arthur Andersen LLP. As a result, an investor may not be able to
recover damages from Arthur Andersen LLP under Section 11 of the Securities Act
for any untrue statements of material fact or any omissions to state a material
fact contained in the financial statements of the Registrant for the year ended
December 29, 2001 in the Registrant's Annual Report on Form 10-K, which are
incorporated by reference in this Registration Statement.

Item 8. Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated
by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Kadant Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Acton, Commonwealth of Massachusetts, on this 23rd
day of December, 2002.

KADANT INC.

By: /s/ William A. Rainville
----------------------------
William A. Rainville
Its: Chairman, President and
Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned Directors and Officers of Kadant Inc. hereby
appoints William A. Rainville, Thomas M. O'Brien, Jonathan W. Painter, Michael
J. McKenney and Sandra L. Lambert, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

Signature Title Date

Chairman, President, Chief Executive
Officer and Director
/s/ William A. Rainville (Principal Executive Officer) December 23, 2002
- --------------------------------------------------
William A. Rainville
Executive Vice President and
Chief Financial Officer
/s/ Thomas M. O'Brien (Principal Financial Officer) December 23, 2002
- --------------------------------------------------
Thomas M. O'Brien

Vice President, Finance
/s/ Michael J. McKenney (Principal Accounting Officer) December 23, 2002
- --------------------------------------------------
Michael J. McKenney

/s/ John M. Albertine Director December 23, 2002
- --------------------------------------------------
John M. Albertine

/s/ John K. Allen Director December 23, 2002
- --------------------------------------------------
John K. Allen

/s/ Francis L. McKone Director December 23, 2002
- --------------------------------------------------
Francis L. McKone

EXHIBIT INDEX

Exhibit
Number Description
------- -----------

4 (1) Amended and Restated Equity Incentive Plan of the Registrant

5 Opinion of Sandra L. Lambert, Esq.

23 Consent of Sandra L. Lambert, Esq.
(contained in her opinion filed as Exhibit 5)

24 Power of Attorney (see signature pages to this Registration
Statement).

(1) Incorporated by reference from the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001.

                                                                       EXHIBIT 5



                                   Kadant Inc.
                           One Acton Place, Suite 202
                           Acton, Massachusetts 01720




                                                               December 23, 2002

Kadant Inc.
One Acton Place, Suite 202
Acton, Massachusetts   01720

Re:      Registration Statement on Form S-8 Relating to 1,600,000 Shares
         of the Common Stock, $.01 par value, of Kadant Inc.
         ---------------------------------------------------

Dear Sirs:

         I am General Counsel to Kadant Inc., a Delaware corporation (the
"Company"), and have acted as counsel in connection with the registration under
the Securities Act of 1933, as amended, on Form S-8 (the "Registration
Statement"), of 1,600,000 shares of the Company's Common Stock, $.01 par value
per share (the "Shares") subject to Company's Equity Incentive Plan (the
"Plan").

         I have reviewed the corporate proceedings taken by the Company with
respect to the authorization of the issuance of the Shares. I have also examined
and relied upon originals or copies, certified or otherwise authenticated to my
satisfaction, of all corporate records, documents, agreements or other
instruments of the Company and have made all investigations of law and have
discussed with the Company's representatives all questions of fact that I have
deemed necessary or appropriate.

         Based upon and subject to the foregoing, I am of the opinion that:

         1. The Company is a corporation validly existing and in corporate good
standing under the laws of the State of Delaware.

         2. The issuance and sale of the Shares as contemplated in the
Registration Statement have been duly authorized by the Company.

         3. The Shares, when issued and sold in accordance with the provisions
of the Plan, will be validly issued, fully paid and nonassessable.

         This opinion is limited to the applicable provisions of the Delaware
Constitution, the General Corporation Law of the State of Delaware ("Delaware
Law") and reported judicial decisions interpreting Delaware Law.

         I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                                           Very truly yours,



                                                           /s/ Sandra L. Lambert
                                                           ---------------------
                                                           Sandra L. Lambert
                                                           General Counsel