UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): October 27, 2004
KADANT INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11406 52-1762325
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
One Acton Place
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:
[ ] 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 2.02 Results of Operations and Financial Condition.
On October 27, 2004, Kadant Inc. (the "Company") announced its
financial results for the fiscal quarter ended October 2, 2004. The full text of
the press release issued in connection with the announcement is furnished as
Exhibit 99 to this Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99) shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 2.05 Costs Associated with Exit or Disposal Activities.
On October 27, 2004, the Board of Directors of the Company approved a
plan to sell the Company's composites building products business (the
"composites business") which is part of the Company's Composite and Fiber-based
Products segment. The Company decided to sell the composites business after a
determination that the business does not align with the Company's other business
lines and long-term strategies. The Company intends to sell the composites
business as a going concern and is presently evaluating potential buyers for the
composites business as well as the costs that may be incurred in selling the
business. Further, as described in Item 2.06 below, the Company is also
evaluating whether any impairment charge related to the composites business is
required in the quarter ending January 1, 2005, as a result of the decision to
discontinue the composites business for accounting purposes.
Item 2.06 Material Impairments.
In connection with the decision to discontinue the operations of the
composites business, as described under Item 2.05 above, the Company may incur
an impairment charge in the fourth quarter of 2004. At the present time, the
Company is not able to estimate the amount of the impairment charge, if any,
that may be required.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibit
The following exhibit relating to Item 2.02 shall be deemed to be
furnished and not filed.
Exhibit
No. Description of Exhibit
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99 Press Release issued by the Company on October 27, 2004.
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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: October 27, 2004 By: /s/ Thomas M. O'Brien
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Thomas M. O'Brien
Executive Vice President, Chief Financial Officer,
and Treasurer
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