As filed with the Securities and Exchange Commission on July 16, 2001.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
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KADANT INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 52-1762325
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
245 Winter Street
Waltham, Massachusetts 02451
(Address of Principal Executive Offices) (Zip Code)
EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Sandra L. Lambert, Secretary
Kadant Inc.
245 Winter Street
Waltham, Massachusetts 02451
(Name and Address of Agent for Service)
(781) 370-1650
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum Amount
Title of Amount Maximum Aggregate of
securities to be Offering Price Offering Registration
to be registered registered Per Share Price Fee
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Common Stock, 1,600,000 $15.005(1) $24,008,000 $6,002
$0.01 par value shares (1)
per share
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares of Kadant's
common stock as may be issuable in connection with adjustments under the
employee benefit plan described herein to reflect certain changes in Kadant's
capital structure, including stock dividends or stock splits.
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(h) under the Securities Act of
1933. The calculation of the proposed maximum aggregate offering price has been
based upon (1) the registration hereunder of an aggregate of 1,600,000 shares
and (2) the average of the high and low sales prices, $16.50 and $13.51,
respectively, of Kadant's common stock on the American Stock Exchange on July
13, 2001 as reported in the consolidated transaction reporting system.
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E of
Form S-8 in order to register additional securities of the same class as other
securities for which a registration statement relating to Kadant's Equity
Incentive Plan is effective. All share numbers in this Registration Statement
reflect a one for five reverse stock split effected on July 12, 2001.
On September 7, 1994, Kadant (under its former name, Thermo Fibertek Inc.)
filed a registration statement on Form S-8 (Reg. No. 33-83718) to register an
aggregate of 200,000 shares of Common Stock reserved for issuance under the
Equity Incentive Plan (as subsequently adjusted by stock splits to 450,000
shares). The filing of this Registration Statement increases the number of
shares registered for issuance under the Equity Incentive Plan by 1,600,000. The
contents of the previously filed registration statement relating to the Equity
Incentive Plan are incorporated herein by reference except for the items that
are set forth below. Pursuant to Instruction E, this Registration Statement
contains such information required by Form S-8 that is not otherwise included in
the previous registration statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to the participants in the plan registered hereunder pursuant to Rule 428(b)(1)
under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Kadant is subject to the informational and reporting requirements of
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission. The following
documents, which are on file with the Commission, are incorporated in this
Registration Statement by reference:
(a) Kadant's Annual Report on Form 10-K for the fiscal year ended December
30, 2000 (filed under Kadant's former name, Thermo Fibertek Inc.).
(b) Kadant's Quarterly Report on Form 10-Q for the quarter ended March 31,
2001 (filed under Kadant's former name, Thermo Fibertek Inc.).
(c) Kadant's Current Report on Form 8-K filed with the Commission on June
19, 2001 (filed under Kadant's former name, Thermo Fibertek Inc.).
(d) Kadant's Current Report on Form 8-K filed with the Commission on July
12, 2001.
(e) The description of the common stock which is contained in Kadant's
Registration Statement on Form 8-A filed under the Exchange Act, as
such description may be amended from time to time.
All reports or proxy statements filed by Kadant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered herein have been sold, or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the respective dates of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the common stock offered hereby has been passed upon by
John A. Piccione, Esq., Deputy General Counsel of Kadant. Mr. Piccione is a
full-time employee of Thermo Electron and owns or has the right to acquire
57,933 shares of the common stock of Thermo Electron.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and Kadant's Certificate of
Incorporation and By-Laws limit the monetary liability of directors to Kadant
and to its stockholders and provide for indemnification of Kadant's officers and
directors for liabilities and expenses that they may incur in such capacities.
In general, officers and directors are indemnified with respect to actions taken
in good faith in a manner reasonably believed to be in, or not opposed to, the
best interests of Kadant and, with respect to any criminal action or proceeding,
actions that the indemnitee had no reasonable cause to believe were unlawful.
Kadant also has indemnification agreements with its directors and officers that
provide for the maximum indemnification allowed by law.
Thermo Electron has an insurance policy which insures the directors and
officers of Thermo Electron and its subsidiaries, including Kadant, against
certain liabilities which might be incurred in connection with the performance
of their duties.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is attached hereto and
incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Kadant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Kadant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Kadant pursuant to the foregoing provisions, or otherwise, Kadant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Kadant of expenses incurred or paid
by a director, officer or controlling person of Kadant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, Kadant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Kadant
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 City of Waltham, Commonwealth of Massachusetts, on this 16th
day of July, 2001.
KADANT INC.
By: /s/ William A. Rainville
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William A. Rainville
Its: President, Chief Executive Officer
and Director
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of Kadant Inc. hereby
appoints William A. Rainville, Sandra L. Lambert and Theo Melas-Kyriazi 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
President, Chief Executive
Officer and Director
/s/ William A. Rainville (Principal Executive Officer) July 16, 2001
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William A. Rainville
Vice President and Chief
Financial Officer (Principal
Financial and Accounting
/s/ Theo Melas-Kyriazi Officer) July 16, 2001
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Theo Melas-Kyriazi
/s/ John M. Albertine Director July 16, 2001
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John M. Albertine
/s/ Francis L. McKone Director July 16, 2001
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Francis L. McKone
/s/ Donald E. Noble Director July 16, 2001
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Donald E. Noble
/s/ Richard F. Syron Director July 16, 2001
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Richard F. Syron
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of John A. Piccione, Esq. regarding
legality.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of John A. Piccione, Esq.
(contained in his opinion filed as Exhibit 5).
24 Power of Attorney (see signature pages to this Registration
Statement).
EXHIBIT 5
Kadant Inc.
245 Winter Street
Waltham, Massachusetts 02451
July 16, 2001
Kadant Inc.
245 Winter Street
Waltham, Massachusetts 02451
Re: Registration Statement on Form S-8 Relating
to 1,600,000 Shares of the Common Stock,
$1.00 par value, of Kadant Inc.
Dear Sirs:
I am Deputy General Counsel to Kadant Inc., a Delaware corporation, 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 Kadant's Common Stock, $.01 par value per share (the
"Shares") subject to Kadant's Equity Incentive Plan (the "Plan").
I or a member of Kadant's Legal Department have reviewed the corporate
proceedings taken by Kadant with respect to the authorization of the issuance of
the Shares. I or a member of Kadant's Legal Department 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 Kadant and have made all investigations of law and have discussed
with Kadant'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. Kadant 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 Kadant.
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/ John A. Piccione
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John A. Piccione
Deputy General Counsel
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our report dated
February 12, 2001 (except for the matters discussed in Note 18, as to which the
date is July 12, 2001), included in Kadant Inc.'s Current Report on Form 8-K
dated July 12, 2001.
Arthur Andersen LLP
Boston, Massachusetts
July 12, 2001