As filed with the Securities and Exchange Commission on May 15, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KADANT INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 52-1762325 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| One Technology Park Drive Westford, Massachusetts |
01886 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Amended and Restated Employees’ Stock Purchase Plan
(Full title of the plan)
Stacy D. Krause
Vice President, General Counsel and Secretary
One Technology Park Drive
Westford, Massachusetts 01886
(Name and address of agent for service)
978-776-2000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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| Title of securities to be registered |
Amount to be |
Proposed maximum offering price per share |
Proposed offering price |
Amount of registration fee | ||||
| Common Stock, par value $0.01 per share |
100,000 (2) |
$80.53 (3) | $8,053,000 (3) | $1,045.28 | ||||
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| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Consists of 100,000 additional shares issuable under the Amended and Restated Employees’ Stock Purchase Plan. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low sale prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on May 13, 2020. |
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to the Amended and Restated Employees’ Stock Purchase Plan (the “ESPP”) of Kadant Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the ESPP has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 33-67190, filed with the Securities and Exchange Commission on August 10, 1993, and the Registration Statement on Form S-8, File No. 333-48498, filed with the Securities and Exchange Commission on October 23, 2000, except in each case for Item 8., Exhibits.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
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 the Town of Westford, Commonwealth of Massachusetts, on this 15th day of May, 2020.
| KADANT INC. | ||
| By: | /s/ Jeffrey L. Powell | |
| Jeffrey L. Powell | ||
| Chief Executive Officer and President | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Kadant Inc., hereby severally constitute and appoint Jeffrey L. Powell, Michael J. McKenney and Stacy D. Krause, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Kadant Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Jeffrey L. Powell Jeffrey L. Powell |
Chief Executive Officer, President and Director (Principal Executive Officer) |
May 15, 2020 | ||
| /s/ Michael J. McKenney Michael J. McKenney |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
May 15, 2020 | ||
| /s/ Deborah S. Selwood Deborah S. Selwood |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
May 15, 2020 | ||
| /s/ Jonathan W. Painter Jonathan W. Painter |
Director and Executive Chairman of the Board |
May 15, 2020 | ||
| /s/ John M. Albertine John M. Albertine |
Director |
May 15, 2020 | ||
| /s/ Thomas C. Leonard Thomas C. Leonard |
Director |
May 15, 2020 | ||
| /s/ Erin L. Russell Erin L. Russell |
Director |
May 15, 2020 | ||
| /s/ William P. Tully William P. Tully |
Director |
May 15, 2020 | ||