UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 13, 2005
KADANT INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11406 52-1762325
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation
One Acton Place, Suite 202
Acton, Massachusetts 01720
(Address of Principal Executive Offices) (Zip Code)
978-776-2000
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 filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
| | Written communications 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))
KADANT INC.
Item 1.01. Entry into a Material Definitive Agreement
Director Compensation. On June 7, 2005, the board of directors of Kadant Inc.
("Kadant") approved several changes to Kadant's compensation practices for its
non-employee directors. The changes included an award of 2,500 shares of
restricted stock, that were intended to have the same rights and restrictions as
the annual award of restricted stock under the Directors' Restricted Stock Plan,
as amended and restated on March 9, 2004 (the "Directors' Plan"). One feature of
the Directors' Plan provides for the award of additional unrestricted shares in
the event a non-employee director resigns or is not re-nominated or re-elected
to the board of directors of Kadant upon the occurrence of, or within one year
following, a change in control, as defined in the Directors Plan. This feature
was erroneously excluded from the restricted stock agreement evidencing the
award on June 7, 2005.
In order to fully realize their intent, the board of directors of Kadant
approved the following resolution on July 13, 2005, which represents a change to
Kadant's compensation practices for its non-employee directors:
Unrestricted Stock Award. In the event that a non-employee director
resigns or is not re-nominated or re-elected to the board of directors of Kadant
upon the occurrence of, or within one year following, a Change in Control (as
defined in the Directors' Plan) during the period from the date of this
resolution to March 31, 2007, such non-employee director will be entitled to
receive, in addition to any shares which such director may be entitled upon a
Change in Control under the Directors' Plan, the following additional shares of
unrestricted stock under the Company's Amended and Restated Equity Incentive
Plan: (1) 10,000 shares, in the event that such Change of Control occurs during
the period from April 2, 2005 to March 31, 2006, and (2) 7,500 shares in the
event that such Change of Control occurs during the period from April 1, 2006 to
March 31, 2007.
There were no changes to the other components of Kadant's non-employee director
compensation practices as previously disclosed in Kadant's Annual Report on Form
10-K for the fiscal year ended January 1, 2005 filed with the Securities and
Exchange Commission on March 16, 2005, Kadant's Definitive Proxy Statement on
Schedule 14A for its 2005 annual meeting of stockholders dated April 26, 2005
and Kadant's Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 13, 2005.
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KADANT INC.
SIGNATURE
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.
KADANT INC.
Date: July 15, 2005 By: /s/ Thomas M. O'Brien
-----------------------------
Thomas M. O'Brien
Executive Vice President and
Chief Financial Officer
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