-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vnl0V/lLhsOrAyJ943V2hBC7ld1FmTDXbUsKcWevWb2uh77grNisHnD7BHeYAAes DUaBVNkAWoHTG4peB8S8sw== 0000886346-02-000066.txt : 20021227 0000886346-02-000066.hdr.sgml : 20021227 20021227120712 ACCESSION NUMBER: 0000886346-02-000066 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021227 EFFECTIVENESS DATE: 20021227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KADANT INC CENTRAL INDEX KEY: 0000886346 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 521762325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-102223 FILM NUMBER: 02869750 BUSINESS ADDRESS: STREET 1: ONE ACTON PLACE, SUITE 202 CITY: ACTON STATE: MA ZIP: 01720 BUSINESS PHONE: (978) 776-2000 MAIL ADDRESS: STREET 1: ONE ACTON PLACE, SUITE 202 CITY: ACTON STATE: MA ZIP: 01720-3951 FORMER COMPANY: FORMER CONFORMED NAME: THERMO FIBERTEK INC DATE OF NAME CHANGE: 19930328 S-8 1 kais8equityincplan122002.txt 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. 2 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 3 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
4 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.
5 EX-5 3 kais8equityincplanexh5.txt 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 -----END PRIVACY-ENHANCED MESSAGE-----