AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KENNAMETAL INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-0900168
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1600 TECHNOLOGY WAY
P.O. BOX 231
LATROBE, PENNSYLVANIA 15650
(Address, including Zip Code, of Registrant's Principal Executive Offices)
KENNAMETAL INC. STOCK AND INCENTIVE PLAN OF 2002
(Full title of the plan)
DAVID W. GREENFIELD, ESQUIRE COPIES OF COMMUNICATIONS TO:
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
KENNAMETAL INC. RONALD BASSO, ESQUIRE
1600 TECHNOLOGY WAY BUCHANAN INGERSOLL
P.O. BOX 231 PROFESSIONAL CORPORATION
LATROBE, PENNSYLVANIA 15650 ONE OXFORD CENTRE
724-539-5000 301 GRANT STREET, 20TH FLOOR
(Name, Address, including Zip Code, PITTSBURGH, PA 15219-1410
and Telephone Number, including Area Code, 412-562-3943
of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered(1) Registered Per Share(2) Price Registration Fee(3)
------------- ---------- ------------ ----- -------------------
Capital Stock, par value $1.25 per 2,400,000 $30.285 $72,684,000 $6,687
share
(1) Includes Preferred Stock Purchase Rights. Prior to the occurrence of certain
events, such rights will not be exercisable or evidenced separately from the
Common Stock.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). Such price, which is the average of the high and low sales
prices for the Capital Stock on the New York Stock Exchange on October 29, 2002,
has been determined in accordance with Rule 457(c).
(3) Calculated pursuant to Section 6(b) of the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as a part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
ITEM 2. COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated herein by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in the Section 10(a) Prospectus) and other
documents required to be delivered to eligible employees pursuant to Rule 428(b)
or additional information about the Kennametal Inc. Stock and Incentive Plan of
2002 and its administrators are available without charge by contacting
Kennametal Inc.
1600 Technology Way
P.O. Box 231
Latrobe, PA 15650-0231
(724) 539-5000
Attn: David W. Greenfield, Esquire
Vice President, Secretary and General Counsel
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Kennametal Inc. (the "Corporation") hereby incorporates by reference into
this Registration Statement the documents listed in (a) through (c) below. The
Corporation also incorporates by reference, from the date of filing of such
documents, all documents subsequently filed by it pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Securities Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold:
(a) The latest annual report of the Corporation filed pursuant to
Section 13(a) or 15(d) under the Securities Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above; and
(c) The description of the Capital Stock of the Corporation
contained in the Corporation's registration statement filed under Section 12 of
the Securities Exchange Act, including any amendment or report filed for the
purpose of updating such description.
The audited financial statements as of and for the years ended June 30,
2000 and 2001 included in the Annual Report on Form 10-K incorporated herein by
reference were audited by Arthur Andersen LLP. After reasonable efforts, the
Corporation has not been able to obtain the consent of Arthur Andersen LLP to
the incorporation by reference of its audit report dated July 20, 2001 into this
Registration Statement. Accordingly, Arthur Andersen LLP will not be liable to
investors under Section 11(a) of the Securities Act because it has not consented
to being named as an expert in this Registration Statement, and therefore such
lack of consent may limit the recovery by investors from Arthur Andersen LLP.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Buchanan Ingersoll Professional Corporation ("BIPC"), counsel for the
Corporation, is issuing an opinion to the Corporation in connection with this
Registration Statement regarding the legality of the securities being
registered. Mr. William R. Newlin, the Managing Director and a shareholder of
BIPC, is a Director of the Corporation. As of October 30, 2002, BIPC, and all
attorneys of BIPC who may be deemed to be substantively involved in this
Registration Statement, did not beneficially own any shares of the Capital Stock
of the Corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pennsylvania statutory law regarding directors and officers insurance and
indemnification is embodied in Subchapter D (Sections 1741 through 1750) of the
Pennsylvania Business Corporation Law of 1988, as amended (the "PBCL"). Section
1741 (relating to third party actions) and 1742 (relating to derivative actions)
of the PBCL provide that, unless otherwise restricted by its bylaws, a business
corporation shall have the power to indemnify any person who is made a party to
a third-party or derivative action, respectively, by reason that such person is
or was a representative of the corporation. The PBCL defines representative to
mean a director, officer, employee or agent thereof (a "Representative"). The
sections further state that the corporation is authorized to indemnify the
Representative against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with the action. However, the Representative must have acted in good
faith and with a reasonable belief that his or her actions were in the best
interests, or not opposed to the best interests, of the corporation; and with
respect to any criminal
proceeding, the Representative must have had no reasonable cause to believe his
or her conduct was unlawful.
Section 1743 of the PBCL provides mandatory indemnification for a
Representative if he or she succeeds on the merits or otherwise in the defense
of any claim or action. The corporation must indemnify him or her to the extent
of his or her actual and reasonable expenses (including attorney's fees) in
connection with the claim or action.
Section 1746(a) states that the statutory rights of indemnification shall
not be deemed exclusive of any other rights to which a person might be entitled
under any bylaw, agreement, or otherwise. However, 1746(b) forbids
indemnification to be made in any case where the act or failure to act giving
rise to the claim is determined by a court to be willful misconduct or
recklessness. A corporation may not provide indemnification in the case of
willful misconduct or recklessness.
The PBCL, in Section 1747, also authorizes corporations to purchase and
maintain insurance on behalf of a Representative, whether or not the corporation
would have the power to indemnify him or her. Such insurance is declared to be
consistent with Pennsylvania's public policy.
Article IX, Section 1 of the Corporation's By-Laws provides that a
director shall not be personally liable for monetary damages for any action
taken or failed to be taken unless the director has breached or failed to
perform the duties of his office and such breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. A director's
criminal or tax liability is not limited by the foregoing provision.
Section 2 of Article IX of the Corporation's By-Laws requires the
Corporation to indemnify any director or officer who is involved in any action,
suit or proceeding, whether, civil, criminal, administrative or investigative,
unless a court determines that such director or officer's conduct constituted
willful misconduct or recklessness. However, the Corporation will indemnify a
director or officer who initiates an action only if the action was authorized by
the board of directors. The right to indemnification conferred by this By-Law
includes payment of all reasonable expenses, including attorney's fees, and any
liability and loss. The By-Laws further provide that any director or officer who
is entitled to indemnification but is not paid in full by the Corporation within
forty-five (45) days after a written claim, may bring suit against the
Corporation; and if the director or officer succeeds, in whole or in part, he or
she shall be entitled to also be paid the expense of prosecuting such claim.
The Corporation has entered into indemnification contracts with directors
and certain officers of the Corporation which entitle them to full
indemnification in accordance with the PBCL and the Corporation's By-Laws. Also,
pursuant to the indemnification contracts, the Corporation is obligated to
purchase and maintain directors and officers' liability insurance. Accordingly,
the Corporation provides insurance contracts which insure its directors and
officers, within the limits and subject to the limitations of the policies,
against certain expenses and liabilities which have been incurred by, or
resulted from, any actions, suits or proceedings to which they are parties by
reason of being or having been directors or officers of the Corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
4.01 Rights Agreement, effective as of November 2, 2000
(incorporated herein by reference to Exhibit 1 of Form 8-A
filed on October 10, 2000)
5.01 Opinion of Buchanan Ingersoll Professional Corporation
23.01 Consent of Independent Public Accountants
23.02 Consent of Arthur Andersen LLP (omitted pursuant to Rule
437(a))
23.03 Consent of Buchanan Ingersoll Professional Corporation
(included in Exhibit 5.01)
99.01 Kennametal Inc. Stock and Incentive Plan of 2002
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(i) To file during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
(ii) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended ("Securities Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Unity Township, Westmoreland County, Commonwealth of
Pennsylvania, on the 30th day of October, 2002.
KENNAMETAL INC.
By: /s/ David W. Greenfield
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David W. Greenfield
Vice President, Secretary and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on October 30, 2002.
Signature Capacity
/s/ Markos I. Tambakeras Chairman, President
------------------------------------ and Chief Executive Officer
Markos I. Tambakeras
/s/ F. Nicholas Grasberger, III Vice President
------------------------------------ and Chief Financial Officer
F. Nicholas Grasberger, III
/s/ Timothy A. Hibbard Corporate Controller
------------------------------------ and Chief Accounting Officer
Timothy A. Hibbard
/s/ William R. Newlin Director
------------------------------------
William R. Newlin
/s/ Richard C. Alberding Director
------------------------------------
Richard C. Alberding
/s/ Peter B. Bartlett Director
------------------------------------
Peter B. Bartlett
/s/ Ronald M. DeFeo Director
------------------------------------
Ronald M. DeFeo
/s/ A. Peter Held Director
------------------------------------
A. Peter Held
/s/ Kathleen J. Hempel Director
------------------------------------
Kathleen J. Hempel
/s/ Aloysius T. McLaughlin, Jr Director
------------------------------------
Aloysius T. McLaughlin, Jr.
/s/ Larry D. Yost Director
------------------------------------
Larry D. Yost
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.01 Rights Agreement, effective as of November 2, 2000
(incorporated by reference to Exhibit 1 of Form 8-A
filed on October 10, 2000)
5.01 Opinion of Buchanan Ingersoll Professional Corporation
23.01 Consent of Independent Public Accountants
23.02 Consent of Arthur Andersen LLP (omitted pursuant to Rule
437(a))
23.03 Consent of Buchanan Ingersoll Professional Corporation
(included in Exhibit 5.01)
99.01 Kennametal Inc. Stock and Incentive Plan of 2002