UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 3, 2005
(November 3, 2005)
Kaman Corporation
(Exact name of registrant as specified in its charter)
Connecticut
(State or other jurisdiction of incorporation)
0-1093 06-0613548
(Commission File Number) (IRS Employer
Identification No.)
1332 Blue Hills Avenue,
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)
(860) 243-7100
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 3.03. Material Modification to Rights of Security Holders
Pursuant to the recapitalization described below, on November 3,
2005, each share of Class A common stock, par value $1.00, became one share of
common stock, par value $1.00, entitled to one vote per share on matters which
require approval by the holders of common stock. Prior to the recapitalization,
holders of Class A common stock were generally not entitled to vote other than
as required by law for certain extraordinary transactions or authorizations of
additional shares of common or preferred stock.
Item 8.01. Other Events.
On November 3, 2005, the Company announced that it has completed
its recapitalization by filing an amended and restated certificate of
incorporation with the Secretary of State of the State of Connecticut. Pursuant
to the recapitalization, each share of Class A common stock has become one share
of common stock, par value $1.00, entitled to one vote per share, and each share
of Class B common stock has been reclassified and converted into 3.58 shares of
common stock or, alternatively, at the election of the holder of the shares,
1.84 shares of common stock and an amount in cash equal to $27.10.
Beginning November 4, 2005, shares of the company's common stock
will trade on The NASDAQ National Market under the symbol "KAMN." Giving effect
to the recapitalization, there are approximately 23.9 million shares of common
stock outstanding.
In connection with the recapitalization, the company also amended
its certificate of incorporation in order to enhance the ability of the board of
directors to take actions in the longer term interests of the company and its
shareholders. Such amendments included (i) dividing the company's board of
directors into three classes serving staggered terms; (ii) the certificate of
incorporation providing for a minimum of three and a maximum of 15 directors,
with the actual number of directors established by the board of directors in
accordance with the bylaws; (iii) limiting the ability of shareholders to remove
directors by requiring cause and the affirmative vote of a majority of the
shares entitled to vote thereon; and (iv) requiring a supermajority vote of the
voting stock to amend, repeal or modify certain provisions of the certificate of
incorporation and bylaws.
The company also amended its bylaws to provide that the ability to
call a special meeting of shareholders would be limited such that (i) a special
meeting of shareholders may only be called by (1) the president or by majority
vote of the board of directors or (2) one or more shareholders holding in the
aggregate at least 35% of the total number of shares entitled to vote on any
issue proposed to be considered at such meeting and (ii) a shareholder's notice
of board nominations or other business to be brought before an annual meeting of
shareholders generally must be delivered not less than 75 days nor more than 90
days prior to the first anniversary of the preceding year's annual meeting and
must contain certain required information.
The company's amended and restated certificate of incorporation and
amended and restated bylaws are attached hereto as exhibits 3.1 and 3.2,
respectively, and are incorporated herein by reference. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 3.1 Amended and Restated Certificate of Incorporation of
Kaman Corporation
Exhibit 3.2 Amended and Restated Bylaws of Kaman Corporation
Exhibit 99.1 Press Release, dated November 3, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
KAMAN CORPORATION
By: /s/ Robert M. Garneau
------------------------
Robert M. Garneau
Executive Vice President and
Chief Financial Officer
Dated: November 3, 2005
INDEX TO EXHIBITS
Exhibit 3.1 Amended and Restated Certificate of Incorporation of
Kaman Corporation
Exhibit 3.2 Amended and Restated Bylaws of Kaman Corporation
Exhibit 99.1 Press Release, dated November 3, 2005