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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
KADANT INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
48282T104
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
48282T104 |
| 1 | NAMES OF REPORTING PERSONS Kenmare Capital Partners, L.L.C. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 286,147 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 286,147 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 286,147 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 2.0%** | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
2 of 9
CUSIP No. |
48282T104 |
| 1 | NAMES OF REPORTING PERSONS Kenmare Select Management, L.L.C. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 0 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0.0%** | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
3 of 9
CUSIP No. |
48282T104 |
| 1 | NAMES OF REPORTING PERSONS Kenmare Offshore Management, L.L.C. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 238,855 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 238,855 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 238,855 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 1.7%** | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
4 of 9
CUSIP No. |
48282T104 |
| 1 | NAMES OF REPORTING PERSONS Mark McGrath |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| U.S. Citizen | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 525,002 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 525,002 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 525,002 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 3.7%** | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| IN | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
5 of 9
SCHEDULE 13G/A
This Amendment No. 1 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Kenmare
Capital Partners, L.L.C., a Delaware limited liability company (“Kenmare Capital Partners”),
Kenmare Select Management, L.L.C., a Delaware limited liability company (“Kenmare Select
Management”) and Kenmare Offshore Management, L.L.C., a Delaware limited liability company
(“Kenmare Offshore Management,” and together with Kenmare Capital Partners and Kenmare Select
Management, “Kenmare”), and Mr. Mark McGrath, principal of Kenmare.
This Schedule 13G relates to the shares of Common Stock, $.01 par value (the “Common Shares”),
of Kadant Inc., a Delaware corporation, purchased by Kenmare for the account of (i) Kenmare Fund I,
L.P. (“Kenmare I”), of which Kenmare Capital Partners is the general partner, (ii) Kenmare Select
Fund, L.P. (“Kenmare Select”), of which Kenmare Select Management is the general partner, and (iii)
Kenmare Offshore Fund, Ltd. (“Kenmare Offshore”), for which Kenmare Offshore Management acts as
investment manager.
Item 1(a) Name of Issuer.
Kadant Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices.
One Technology Park Drive
Westford, Massachusetts
Westford, Massachusetts
Item 2(a) Name of Person Filing.
Kenmare Capital Partners, L.L.C., Kenmare Select Management, L.L.C., Kenmare
Offshore Management, L.L.C. and Mark McGrath
Item 2(b) Address of Principal Business Office, or, if none, Residence.
712 5th Avenue, 9th Floor
New York, NY 10019
New York, NY 10019
Item 2(c) Citizenship or Place of Organization.
Kenmare Capital Partners, Kenmare Select Management and Kenmare Offshore Management
are each a limited liability company organized under the laws of the State of
Delaware. Mark McGrath is the principal of Kenmare and a United States citizen.
Item 2(d) Title of Class of Securities.
Common Stock, $.01 par value
6 of 9
Item 2(e) CUSIP Number.
48282T104
Item 3 Reporting Person.
Inapplicable.
Item 4 Ownership.
| (a) | Kenmare and Mr. McGrath are the beneficial owners of 525,002
Common Shares. |
||
| (b) | Kenmare and Mr. McGrath are the beneficial owners of 3.7% of
the outstanding Common Shares. This percentage is determined by dividing
525,002 by 14,254,652, the number of Common Shares issued and outstanding as
reported in the Form 10-Q filed on November 14, 2007 with the Securities and
Exchange Commission. |
||
| (c) | Kenmare Capital Partners, as the general partner of Kenmare I,
has the sole power to vote and dispose of the 286,147 Common Shares held by
Kenmare I. Kenmare Select Management, as the general partner of Kenmare
Select, has the sole power to vote and dispose of the 0 Common Shares held by
Kenmare Select. Kenmare Offshore Management, as the investment manager of
Kenmare Offshore, has the sole power to vote and dispose of the 238,855 Common
Shares held by Kenmare Offshore. As the principal of Kenmare, Mr. McGrath may
direct the vote and disposition of the 525,002 Common Shares beneficially owned
by Kenmare. |
The filing of this Schedule 13G shall not be construed as an admission that any of
the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, the beneficial owner of any of the 525,002 shares
of Common Shares owned by Kenmare I, Kenmare Select or Kenmare Offshore. Pursuant
to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial
ownership.
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the
Reporting Persons have ceased to be the beneficial owners of more than five percent
of the class of securities, check the following þ.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company. |
Inapplicable.
7 of 9
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
8 of 9
Exhibits
Exhibit 1
Joint Filing Agreement dated February 14, 2008, between Kenmare and Mark McGrath.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: February 14, 2008
| Kenmare Capital Partners, L.L.C. |
||||
| By: | /s/ Mark McGrath | |||
| Mark McGrath, Principal | ||||
| Kenmare Select Management, L.L.C. |
||||
| By: | /s/ Mark McGrath | |||
| Mark McGrath, Principal | ||||
| Kenmare Offshore Management, L.L.C. |
||||
| By: | /s/ Mark McGrath | |||
| Mark McGrath, Principal | ||||
| /s/ Mark McGrath | ||||
| Mark McGrath | ||||
9 of 9
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G
(including any and all amendments thereto) with respect to the Shares of Common Stock, $.01 par
value, of Kadant Inc., and further agree that this Joint Filing Agreement shall be included as an
Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of
such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of
the information concerning such party contained therein; provided, however, that no party is
responsible for the accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the
signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2008.
| Kenmare Capital Partners, L.L.C. |
||||
| By: | /s/ Mark McGrath | |||
| Mark McGrath, Principal | ||||
| Kenmare Select Management, L.L.C. |
||||
| By: | /s/ Mark McGrath | |||
| Mark McGrath, Principal | ||||
| Kenmare Offshore Management, L.L.C. |
||||
| By: | /s/ Mark McGrath | |||
| Mark McGrath, Principal | ||||
| /s/ Mark McGrath | ||||
| Mark McGrath | ||||