SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Kadant Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1762325
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(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
245 Winter Street, Waltham, Massachusetts 02451
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(Address of Principal Executive Offices) (Zip Code)
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), please check the following box. [ X ]
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), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
Not applicable
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, $0.01 par value American Stock Exchange
per share
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
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(Title of Class)
Item 1: Description of Registrant's Securities to be Registered.
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The following is a description of the Common Stock, $0.01 par value per share
("Common Stock"), of Kadant Inc. (the "Company"). This summary is qualified by
reference to the actual provisions of the Company's Restated Certificate of
Incorporation (the "Charter") and By-laws (the "By-laws), copies of which have
been filed with the Securities and Exchange Commission.
Common Stock
The Charter authorizes for issuance 150,000,000 shares of Common Stock. The
Charter provides for the following with respect to the Common Stock:
Voting. Holders of Common Stock are entitled to one vote for each share
held on all matters submitted to a vote of stockholders and do not have
cumulative voting rights. Accordingly, holders of a majority of the shares of
Common Stock entitled to vote in any election of directors may elect all of the
directors standing for election.
Dividends. If the Company's Board of Directors (the "Board") declares a
dividend, holders of Common Stock will receive payments on a ratable basis from
funds of the Company that are legally available to pay dividends. However, this
dividend right is subject to any preferential dividend rights the Company may
grant to the holders of the outstanding Preferred Stock of the Company, if any.
The Company currently anticipates that it will retain all of its earnings for
use in the development of its business, and does not anticipate paying any cash
dividends in the foreseeable future.
Liquidation. If the Company is dissolved, the holders of Common Stock will
be entitled to share ratably in all the assets that remain after the Company
pays its liabilities and any amounts it owes to the holders of the Preferred
Stock, if any.
Other. Holders of Common Stock do not have preemptive, subscription,
redemption or conversion rights. The Common Stock is listed on the American
Stock Exchange under the symbol "KAI". The outstanding shares of Common Stock
are fully paid and nonassessable. The transfer agent and registrar for the
Common Stock is American Stock Transfer & Trust Company.
The rights, powers, preferences and privileges of holders of Common Stock are
subject to, and may be adversely affected by, the rights of the holders of
shares of any series of Preferred Stock of the Company which the Company may
designate and issue in the future. There are no shares of Preferred Stock of the
Company outstanding.
Delaware Law and Charter and By-Laws Provisions; Anti-Takeover Effects
Staggered Board. The Charter provides that:
o The Board will be divided into three classes, with staggered three-year
terms;
o directors may be removed only for cause by the vote of the holders of at
least 75% of the shares of the capital stock of the Company entitled to
vote; and
o any vacancy on the Board, however occurring, including a vacancy
resulting from an enlargement of the Board, may only be filled by vote
of a majority of the directors then in office.
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These provisions could discourage, delay or prevent a change in control of the
Company or an acquisition of the Company at a price which many stockholders may
find attractive. The existence of these provisions could limit the price that
investors might be willing to pay in the future for shares of Common Stock.
These provisions may also have the effect of discouraging a third party from
initiating a proxy contest, making a tender offer or attempting to change the
composition or policies of the Company's Board.
Stockholder Action; Special Meeting of Stockholders. The Charter and
By-laws also provide that:
o stockholder action may be taken only at a duly called and convened
annual or special meeting of stockholders and then only if properly
brought before the meeting;
o stockholder action may not be taken by written action in lieu of a
meeting;
o special meetings of stockholders may be called only by the Chairman of the
Board of the Company, the Chief Executive Officer of the Company or by
the Board; and
o in order for any matter to be considered "properly brought" before a
meeting, a stockholder must comply with requirements regarding
providing specified information and advance notice to the Company.
These provisions could delay, until the next stockholders' meeting, actions
which are favored by the holders of a majority of the outstanding voting
securities of the Company. These provisions may also discourage another person
or entity from making a tender offer for the Common Stock, because a person or
entity, even if it acquired a majority of the outstanding voting securities,
would be able to take action as a stockholder only at a duly called
stockholders' meeting, and not by written consent.
Supermajority Votes Required. The General Corporation Law of Delaware
provides that the vote of a majority of the shares entitled to vote on any
matter is required to amend a corporation's charter or by-laws, unless a
corporation's charter or by-laws, as the case may be, requires a greater
percentage. The Charter of the Company requires the vote of the holders of at
least 75% of the capital stock of the Company entitled to vote to amend or
repeal any of the foregoing provisions. The 75% stockholder vote is in addition
to any separate class vote that might be required pursuant to the terms of any
series of Preferred Stock that might be then outstanding.
Business Combinations. The Company is subject to the provisions of Section
203 of the Delaware General Corporation Law. Section 203 prohibits a publicly
held Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner. A "business combination"
includes mergers, asset sales and other transactions resulting in a financial
benefit to the interested stockholder. An "interested stockholder" is a person
who, together with affiliates and associates, owns, or within three years did
own, 15% or more of the corporation's voting stock.
Indemnification. The Charter provides that directors of the Company will
not be personally liable to the Company or to the stockholders for monetary
damages for breach of fiduciary duty as a director, except that this limitation
eliminates or limits liability only to the extent that the elimination or
limitation of this liability is permitted by the Delaware General Corporation
Law as it exists or may later be amended. The Charter further provides for the
indemnification of the Company's directors and officers to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, including
circumstances in which indemnification is otherwise discretionary.
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Stockholders Rights Plan
On July 16, 2001, the Board declared a dividend of one Preferred Stock purchase
right (collectively, the "Rights") on each share of Common Stock outstanding at
the close of business on August 6, 2001 (the "Record Date"). Each Right entitles
the registered holder to purchase from the Company one ten-thousandth of a share
of Series A Junior Participating Preferred Stock, $0.01 par value per share (the
"Series A Preferred Stock"), at a purchase price of $75.00 in cash, subject to
adjustment (the "Purchase Price"). The description and terms of the Rights are
set forth in a Rights Agreement dated July 16, 2001 (the "Rights Agreement")
between the Company and American Stock Transfer & Trust Company, as rights
agent.
As described more fully below, initially, the Rights are not exercisable and
will be attached to all certificates representing shares of Common Stock
("Common Stock Certificates") outstanding, and no separate certificates
representing the Rights ("Rights Certificates") will be distributed. The Rights
will separate from the Common Stock, and the "Distribution Date" will occur,
upon the earlier of (i) 10 business days following the first date of a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), or (ii) 10 business days following the commencement of a
tender offer or exchange offer that would result in a person or group
beneficially owning 15% or more of the outstanding shares of Common Stock. The
Distribution Date may be deferred in circumstances determined by the Board. In
addition, certain inadvertent acquisitions will not trigger the occurrence of
the Distribution Date. Until the Distribution Date (or earlier redemption or
expiration of the Rights), (i) the Rights will be evidenced by the Common Stock
Certificates outstanding on the Record Date, together with a summary of rights,
or by new Common Stock Certificates issued after the Record Date which contain a
notation incorporating the Rights Agreement by reference, (ii) the Rights will
be transferred with and only with such Common Stock Certificates; and (iii) the
surrender for transfer of any certificates for Common Stock outstanding (with or
without a copy of the summary of rights or such notation) will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.
The Rights will not be exercisable until the Distribution Date and will expire
upon the close of business on July 16, 2011 (the "Final Expiration Date") unless
earlier redeemed or exchanged as described below. As soon as practicable after
the Distribution Date, separate Rights Certificates will be mailed to holders of
record of the Common Stock at the close of business on the Distribution Date
and, thereafter, the separate Rights Certificates alone will represent the
Rights. Except as otherwise determined by the Board, and except for shares of
Common Stock issued upon exercise, conversion or exchange of then outstanding
options, convertible or exchangeable securities or other contingent obligations
to issue shares or pursuant to any employee benefit plan or arrangement, only
shares of Common Stock issued prior to the Distribution Date will be issued with
Rights.
In the event that any person becomes an Acquiring Person, unless the event
causing the 15% threshold to be crossed is a Permitted Offer (as defined in the
Rights Agreement), then, promptly following the first occurrence of such event,
each holder of a Right (except as provided below and in Section 7(e) of the
Rights Agreement) shall thereafter have the right to receive, upon exercise,
that number of shares of Common Stock of the Company (or, in certain
circumstances, cash, property or other securities of the Company) which equals
the exercise price of the Right divided by 50% of the Current Market Price (as
defined in the Rights Agreement) per share of Common Stock at the date of the
occurrence of such event. However, Rights are not exercisable following such
event until such time as the Rights are no longer redeemable by the Company as
described below. Notwithstanding any of the foregoing, following the occurrence
of such event, all Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring Person will be
null and void. The event summarized in this paragraph is referred to as a
"Section 11(a)(ii) Event."
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For example, at an exercise price of $75 per Right, each Right not owned by an
Acquiring Person (or by certain related parties) following a Section 11(a)(ii)
Event would entitle its holder to purchase for $75 such number of shares of
Common Stock (or other consideration, as noted above) as equals $75 divided by
one-half of the Current Market Price of the Common Stock at the time of such
Section 11(a)(ii) Event. Assuming that the Common Stock had a Current Market
Price of $25 per share at such time, the holder of each valid Right would be
entitled to purchase six shares of Common Stock at the time of such Section
11(a)(ii) Event, having a market value of 6 x $25, or $150, for $75.
In the event that, at any time after any person becomes an Acquiring Person, (i)
the Company is consolidated with, or merged with and into, another entity and
the Company is not the surviving entity of such consolidation or merger (other
than a consolidation or merger which follows a Permitted Offer) or if the
Company is the surviving entity, but shares of its outstanding Common Stock are
changed or exchanged for stock or securities (of any other person) or cash or
any other property, or (ii) more than 50% of the Company's assets or earning
power is sold or transferred, each holder of a Right (other than the Acquiring
Person and certain related parties) shall thereafter have the right to receive,
upon exercise, that number of shares of common stock of the acquiring company
which equals the exercise price of the Right divided by 50% of the Current
Market Price of such common stock at the date of the occurrence of the event.
The events summarized in this paragraph are referred to as "Section 13 Events."
A Section 11(a)(ii) Event and Section 13 Events are collectively referred to as
"Triggering Events."
For example, at an exercise price of $75 per Right, each Right not owned by an
Acquiring Person (or by certain related parties) following a Section 13 Event
would entitle its holder to purchase for $75 such number of shares of common
stock of the acquiring company as equals $75 divided by one-half of the Current
Market Price of such common stock at the time of such Section 13 Event. Assuming
that such common stock had a Current Market Price of $25 per share at such time,
the holder of each valid Right would be entitled to purchase six shares of
common stock of the acquiring company, having a market value of 6 x $25, or
$150, for $75.
At any time after the occurrence of a Section 11(a)(ii) Event, when no person
owns a majority of the Common Stock, the Board may exchange the Rights (other
than Rights owned by such Acquiring Person which have become void), in whole or
in part, at an exchange ratio of one share of Common Stock, or one
ten-thousandth of a share of Series A Preferred Stock (or of a share of a class
or series of the Company's Preferred Stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
The Purchase Price payable, and the number of units of Series A Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Series A Preferred Stock, (ii) if holders of the Series A Preferred Stock are
granted certain rights or warrants to subscribe for Series A Preferred Stock or
convertible securities at less than the then Current Market Price of the Series
A Preferred Stock, or (iii) upon the distribution to holders of the Series A
Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings) or of
subscription rights or warrants (other than those referred to above). The number
of Rights associated with each share of Common Stock is also subject to
adjustment in the event of a stock split of the Common Stock or a stock dividend
on the Common Stock payable in Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.
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With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments amount to at least 1% of the Purchase Price. No
fractional shares of Series A Preferred Stock (other than fractions which are
integral multiples of one ten-thousandth of a share of Series A Preferred Stock)
will be issued and, in lieu thereof, an adjustment in cash will be made based on
the market price of the Series A Preferred Stock on the last trading date prior
to the date of exercise.
Series A Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Series A Preferred Stock will be entitled to receive,
when, as and if declared by the Board, a minimum preferential quarterly dividend
payment of $100 per share or, if greater, an aggregate dividend of 10,000 times
the dividend declared per share of Common Stock. In the event of liquidation,
the holders of the Series A Preferred Stock will be entitled to a minimum
preferential liquidation payment of $10,000 per share, plus an amount equal to
accrued and unpaid dividends, and will be entitled to an aggregate payment of
10,000 times the payment made per share of Common Stock. Each share of Series A
Preferred Stock will have 10,000 votes, voting together with the Common Stock.
In the event of any merger, consolidation or other transaction in which Common
Stock is changed or exchanged, each share of Series A Preferred Stock will be
entitled to receive 10,000 times the amount received per share of Common Stock.
These rights are protected by customary antidilution provisions. Because of the
nature of the Series A Preferred Stock's dividend, liquidation and voting
rights, the value of one ten-thousandth of a share of Series A Preferred Stock
purchasable upon exercise of each Right should approximate the value of one
share of Common Stock.
At any time prior to the tenth business day (or such later date as may be
determined by the Board) after the Stock Acquisition Date, the Company may
redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the
"Redemption Price"), payable in cash or stock. Immediately upon the redemption
of the Rights or such earlier time as established by the Board in the resolution
ordering the redemption of the Rights, the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price. The
Rights may also be redeemable following certain other circumstances specified in
the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends. Although the distribution of the Rights should not be
taxable to stockholders or to the Company, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Any provision of the Rights Agreement, other than the Redemption Price, may be
amended by the Board prior to such time as the Rights are no longer redeemable.
Once the Rights are no longer redeemable, the Board's authority to amend the
Rights is limited to correcting ambiguities or defective or inconsistent
provisions in a manner that does not adversely affect the interest of holders of
Rights.
The Rights are intended to protect the stockholders of the Company in the event
of an unfair or coercive offer to acquire the Company and to provide the Board
with adequate time to evaluate unsolicited offers. The Rights may have
anti-takeover effects. The Rights will cause substantial dilution to a person or
group that attempts to acquire the Company without conditioning the offer on a
substantial number of Rights being acquired. The Rights, however, should not
affect any prospective offeror willing to make an offer at a fair price and
otherwise in the best interests of the Company and its stockholders, as
determined by a majority of the Board. The Rights should not interfere with any
merger or other business combination approved by the Board.
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The Company has entered into the Rights Agreement in anticipation of the
proposed distribution by its parent corporation, Thermo Electron Corporation
("TMO"), of all of the shares of the Company's Common Stock (together with the
associated Rights) held by TMO to the stockholders of TMO (the "Spinoff
Distribution"). The shares of the Company's Common Stock (together with the
associated Rights) held by TMO will be distributed in the Spinoff Distribution
on August 8, 2001 to all stockholders of record of TMO on July 30, 2001. The
ownership by TMO of shares of the Company's Common Stock prior to consummation
of the Spinoff Distribution will not trigger the occurrence of the Distribution
Date or the exercisability of the Rights.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
Item 2: Exhibits.
Exhibit Number Description
1 Rights Agreement dated July 16, 2001 between Kadant
Inc. and American Stock Transfer & Trust Company, as
Rights Agent, which includes as Exhibit A the Form of
Certificate of Designations of Series A Junior
Participating Preferred Stock, as Exhibit B the Form of
Rights Certificate and as Exhibit C the Summary of
Rights to Purchase Common Stock (incorporated by
reference from Exhibit 4.1 of the Company's Current
Report on Form 8-K, File No. 1-11406, filed on July 17,
2001).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No. 2 to registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 9th day of August, 2001.
KADANT INC.
By:/s/ Thomas M. O'Brien
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Thomas M. O'Brien
Executive Vice President, Chief
Financial Officer and Treasurer