S-8

As filed with the Securities and Exchange Commission on March 18, 2015

Registration No. 333-_____

UNITED STATES

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 Incorporation or Organization)	(I.R.S. Employer Identification No.)
One Technology Park Drive Westford, Massachusetts	01886
(Address of Principal Executive Offices)	(Zip Code)

Amended and Restated 2006 Equity Incentive Plan

(Full Title of the Plan)

Sandra L. Lambert, Esq.

Vice President, General Counsel and Secretary

One Technology Park Drive

Westford, Massachusetts 01886

(Name and Address of Agent For Service)

978-776-2000

(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer¨	Accelerated filer x
Non-accelerated filer ¨(Do not check if a smaller reporting company)	Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value per share	525,000 shares(2)	$48.06(3)	$25,231,500(3)	$2,931.90

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any 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) Consists of 525,000 shares issuable under the Amended and Restated 2006 Equity Incentive Plan.

(3) 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, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on March 16, 2015.

Statement of Incorporation by Reference.

This registration statement on Form S-8 is being filed to register the offer and sale of an additional 525,000 shares of common stock, $0.01 par value per share (the “Common Stock”), of Kadant Inc. (the “Registrant”) to be issued under the Amended and Restated 2006 Equity Incentive Plan of the Registrant. In accordance with General Instruction E to Form S-8, except for Item 5 “Interests of Named Experts and Counsel” and Item 8 “Exhibits,” this registration statement incorporates by reference the contents of the registration statement on Form S-8, File No. 333-176371 and Form S-8, File No. 333-142247, filed by the Registrant with the Securities and Exchange Commission on August 17, 2011 and April 20, 2007, respectively.

Item 5. Interests of Named Experts and Counsel.

The validity of the common stock offered hereby has been passed upon by Sandra L. Lambert, Esq., Vice President, General Counsel and Secretary of the Company. Ms. Lambert is a full-time employee and executive officer of the Company, and owns or has the right to acquire 19,898 shares of common stock of the Company.

Item 8. Exhibits.

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Westford, Massachusetts, on this 18th day of March, 2015.

KADANT INC.

By:       /s/Jonathan W. Painter

Jonathan W. Painter

President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Kadant Inc., hereby severally constitute and appoint Jonathan W. Painter, Thomas M. O’Brien and Sandra L. Lambert, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Kadant Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/Jonathan W. Painter Jonathan W. Painter	President, Chief Executive Officer and Director (Principal executive officer)	March 18, 2015
/s/Thomas M. O’Brien Thomas M. O’Brien	Executive Vice President and Chief Financial Officer (Principal financial officer)	March 18, 2015
/s/Michael J. McKenney Michael J. McKenney	Vice President, Finance and Chief Accounting Officer (Principal accounting officer)	March 18, 2015
/s/William A. Rainville William A. Rainville	Director and Chairman of the Board	March 18, 2015
/s/John M. Albertine John M. Albertine	Director	March 18, 2015
_____________ Scott P. Brown	Director	March 18, 2015
/s/Thomas C. Leonard Thomas C. Leonard	Director	March 18, 2015
/s/William P. Tully William P. Tully	Director	March 18, 2015

INDEX TO EXHIBITS

Number	Description
4.1(1)	Restated Certificate of Incorporation of the Registrant
4.2(2)	Amended and Restated By-Laws of the Registrant
5	Opinion of Sandra L. Lambert, Esq.
23.1	Consent of Sandra L. Lambert, Esq. (included in Exhibit 5)
23.2	Consent of KPMG LLP
24	Power of attorney (included on the signature pages of this registration statement)
99(3)	Amended and Restated 2006 Equity Incentive Plan

____________

(1)	Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No. 001-11406), filed on August 14, 2001 and incorporated herein by reference.
(2)	Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Periodic Report on Form 8-K (File No. 001-11406), filed on November 25, 2014 and incorporated herein by reference.
(3)	Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2014 (File No. 001-11406), filed on August 6, 2014 and incorporated herein by reference.

EX-5

Exhibit 5

March 18, 2015

Kadant Inc.

One Technology Park Drive

Westford, MA  01886

Re: Amended and Restated 2006 Equity Incentive Plan

Ladies and Gentlemen:

I am Vice President, General Counsel and Secretary to Kadant Inc., a Delaware corporation (the “Company”), and have acted as counsel in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 525,000 shares of common stock, $0.01 par value per share (the “Shares”), of the Company issuable under the Company’s Amended and Restated 2006 Equity Incentive Plan (the “Plan”).

I have examined the Restated Certificate of Incorporation and Amended and Restated By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to my satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as I have deemed material for the purposes of this opinion.

In my examination of the foregoing documents, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

I assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

I express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that I am opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based on the foregoing, I am of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.  In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/Sandra L. Lambert

Sandra L. Lambert, Esq.

Vice President, General Counsel and Secretary

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Kadant Inc.:

We consent to the use of our reports dated March 18, 2015, with respect to the consolidated balance sheets of Kadant Inc. and subsidiaries as of January 3, 2015 and December 28, 2013, and the related consolidated statements of income, comprehensive income, cash flows and stockholders' equity for each of the years in the three-year period ended January 3, 2015, and the related financial statement schedule and the effectiveness of internal control over financial reporting as of January 3, 2015, incorporated herein by reference.

/s/ KPMG LLP

Boston, Massachusetts

March 18, 2015