Kaman Corporation Form 8A/A dated January 27, 2006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-A\A
(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 
Kaman Corporation
(Exact Name of Registrant as Specified in Its Charter)



Connecticut
  
06-0613548
(State or Other Jurisdiction of Incorporation)
  
(IRS Employer Identification No.)
     
1332 Blue Hills Avenue, Bloomfield, Connecticut
  
06002
(Address of Principal Executive Offices)
  
(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class
To be so registered
 
 Name of each exchange on which
each class is to be registered
     
  None    
     
     

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.    o
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.   x

Securities Act registration statement file number to which this form relates: ______________________ (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

 
 Common Stock
 (Title of class)
 
 (Title of class)
 

 
 

-1-

EXPLANATORY STATEMENT

On May 3, 1965, the registrant, then known as Kaman Aircraft Corporation, filed a Form 8-A, dated April 26, 1965, for the purpose of registering its Class A Common Stock and 6% Convertible Subordinated Debentures Due 1974 pursuant to Section 12(g) of the Securities Exchange Act of 1034 (the “Act”). On November 3, 2005, the terms of the Class A Common Stock were amended, including a change in the designation of the class from Class A Common Stock to Common Stock. This Amendment No. 1 to Form 8-A\A is filed for the purpose of updating the description of the registrant’s Common Stock and deleting the reference to its 6% Convertible Subordinated Debentures Due 1974, none of which remain outstanding.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

The description of the registrant’s Common Stock under the heading “Description of Common Stock” set forth at pages 59 to 62 of the registrant’s prospectus/proxy statement dated September 2, 2005, as filed with the Securities and Exchange Commission on September 2, 2005 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, is hereby incorporated by reference in its entirety.
 
The Common Stock is traded on the Nasdaq National Market under the symbol “KAMN”.

Item 2. Exhibits.

The following documents are filed as exhibits to this registration statement:

1.  
Specimen stock certificate for Common Stock.
2.  
Amended and Restated Certificate of Incorporation of Kaman Corporation is incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2005.
3.  
Amended and Restated Bylaws of Kaman Corporation are incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2005.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf, by the undersigned, thereunto duly authorized.


 
KAMAN CORPORATION
     
     
     
     
 
By:
/s/ Robert M. Garneau
   
Robert M. Garneau
   
Executive Vice President and
   
Chief Financial Officer

    Date: January 27, 2006    

-2-



KAMAN CORPORATION

INDEX TO EXHIBITS

 
 Exhibit 1 Specimen stock certificate for Common Stock.
 attached
     
 Exhibit 2
Amended and Restated Certificate of Incorporationof Kaman Corporation is incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2005. 
 by reference
     
 Exhibit 3 Amended and Restated Bylaws of Kaman Corporation are incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2005.
 by reference
 
 
-3-