x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
FOR
THE FISCAL YEAR ENDED December
31, 2006.
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934 FOR THE TRANSITION PERIOD FROM _________ TO
_________
|
Connecticut
|
06-0613548
|
|
(State
or other jurisdiction
|
(I.R.S.
Employer
|
|
of
incorporation or organization)
|
Identification
No.)
|
-
Common Stock, Par Value $1.00
|
-
6% Convertible Subordinated Debentures Due
2012
|
Common
Stock
|
24,156,214
|
$1
par value per share
|
Document
|
Parts
Into Which Incorporated
|
|
Annual
Report to Shareholders for the Fiscal Year Ended December 31, 2006
(Annual
Report)
|
Parts
II and IV
|
|
Proxy
Statement for the Annual Meeting of Shareholders to be held April
17, 2007
(Proxy Statement)
|
Part
III
|
Page
#
|
||
Part
I
|
|
|
Item
1
|
Business
|
4
|
Item
1A
|
Risk
Factors
|
16
|
Item
1B
|
Unresolved
Staff Comments
|
20
|
Item
2
|
Properties
|
21
|
Item
3
|
Legal
Proceedings
|
21
|
Item
4
|
Submission
of Matters to a Vote of Security Holders
|
22
|
Part
II
|
||
Item
5
|
Market
for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
Purchases of Equity Securities
|
22
|
Item
6
|
Selected
Financial Data
|
24
|
Item
7
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
24
|
Item
7A
|
Quantitative
and Qualitative Disclosures About Market Risk
|
25
|
Item
8
|
Financial
Statements and Supplementary Data
|
26
|
Item
9
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
26
|
Item
9A
|
Controls
and Procedures
|
26
|
Item
9B
|
Other
Information
|
27
|
Part
III
|
||
Item
10
|
Directors,
Executive Officers and Corporate Governance
|
27
|
Item
11
|
Executive
Compensation
|
28
|
Item
12
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
28
|
Item
13
|
Certain
Relationships and Related Transactions, and Director
Independence
|
28
|
Item
14
|
Principal
Accounting Fees and Services
|
28
|
Part
IV
|
||
Item
15
|
Exhibits,
Financial Statement Schedules
|
28
|
ITEM 1. |
BUSINESS
|
· |
The
company experienced record consolidated net sales for 2006 of $1.2
billion, an increase of 9.5 percent over 2005, with Kamatics and
the
Industrial Distribution segment generating record sales for
2006.
|
· |
The
Aerospace and Industrial Distribution segments experienced record
operating income for 2006.
|
· |
Net
earnings were $31.8 million, or $1.30 per share diluted, compared
to net
earnings for 2005 of $13.0 million, or $0.57 per share diluted. The
improvement compared to 2005 is due in significant part to higher
sales
volume, increased gross profit and continued focus on controlling
operating expenses.
|
· |
We
completed our first full year of operations since recapitalizing
into a
single class of voting stock in November 2005. The recapitalization
replaced the company’s previously existing dual class common stock
structure (Class A non-voting common and Class B voting common, $1
par
value each) with one class of voting common stock ($1 par value).
|
· |
The
Aerospace segment continued to improve profitability through operating
efficiencies and further developing relationships with many key customers
including Sikorsky, Boeing and Airbus, which resulted in broadening
our
business base.
|
· |
In
the fourth quarter of 2006, the U.S. Air Force released production
for
Option 4 of the Joint Programmable Fuze (JPF) program. This Option,
valued
at $39.6 million, is in addition to other JPF contract modifications
signed during 2006 totaling $38.9
million.
|
· |
The
company continued to work with our customer towards completion of
the
Australia SH-2G(A) program and we recorded an additional $9.7 million
loss
reserve related to incremental anticipated costs to complete the
contract.
Please refer to the Helicopters Division narrative for further information
regarding the Australia program.
|
· |
The
Industrial Distribution segment won significant new business in 2006
with
two prestigious, nationally known companies. One of these new accounts
is
expected to become one of the segment's largest. The segment also
won
renewal of all of its major agreements that were due to expire during
the
year.
|
· |
As
the Music segment worked to finalize the plan to consolidate our
2005
Musicorp acquisition, we have also increased our market presence
as well
as our ability to provide service to both our national and mid to
small
size customers.
|
· |
As
of December 31, 2006, the company had a $150 million revolving credit
facility (Revolving Credit Agreement) expiring August 4, 2010 containing
an “accordion” feature that provided the company the opportunity to
request, subject to bank approval, an expansion of up to $50 million
in
the overall size of the facility. In January 2007, this accordion
was
activated, thereby expanding the Revolving Credit Agreement to $200
million. In conjunction with this exercise, the Revolving Credit
Agreement
was amended to add another $50 million accordion feature for possible
future activation, bringing the total potential arrangement to $250
million.
|
|
Years
Ended December 31
|
|||||||||
2004
|
2005
|
2006
|
||||||||
Aerospace
|
25.4
|
%
|
26.1
|
%
|
27.0
|
%
|
||||
Industrial
Distribution
|
58.5
|
%
|
56.5
|
%
|
55.2
|
%
|
||||
Music
|
16.1
|
%
|
17.4
|
%
|
17.8
|
%
|
||||
Total
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
Aerospace
|
1,735
|
|||
Industrial
Distribution
|
1,625
|
|||
Music
|
504
|
|||
Corporate
Headquarters
|
42
|
|||
Total
|
3,906
|
|
U.S.
PATENTS
|
FOREIGN
PATENTS
|
|||||||||||
Segment
|
Issued
|
Pending
|
Issued
|
Pending
|
|||||||||
Aerospace
|
34
|
4
|
8
|
4
|
|||||||||
Industrial
Distribution
|
0
|
0
|
0
|
0
|
|||||||||
Music
|
26
|
0
|
45
|
16
|
|||||||||
Total
|
60
|
4
|
53
|
20
|
ITEM 1A. |
RISK
FACTORS
|
· |
accounting
for start-up costs
|
· |
the
effect of non-recurring work
|
· |
delay
in contract start-up
|
· |
transition
of work from the customer or other
vendors
|
· |
claims
or unapproved change orders
|
· |
product
warranty issues
|
· |
delay
in completion of certain programs for which inventory has been built
up
|
· |
accrual
of contract losses
|
· |
The
U.S. Government may modify, curtail or terminate our
contracts.
The U.S. Government may modify, curtail or terminate its contracts
and
subcontracts at its convenience without prior notice, upon payment
for
work done and commitments made at the time of termination. Modification,
curtailment or termination of our major programs or contracts could
have a
material adverse effect on our future results of operations and financial
condition.
|
· |
Our
U.S. Government business is subject to specific procurement regulations
and other requirements.
These requirements, although customary in U.S. Government contracts,
increase our performance and compliance costs. These costs might
increase
in the future, reducing our margins, which could have a negative
effect on
our financial condition. Failure to comply with these regulations
and
requirements could lead to suspension or debarment, for cause, from
U.S.
Government contracting or subcontracting for a period of time and
could
have a negative effect on our reputation and ability to procure other
U.S.
Government contracts in the future.
|
· |
Our
contract costs are subject to audits by U.S. Government
agencies.
The costs we incur on our U.S. Government contracts, including allocated
indirect costs, may be audited by U.S. Government representatives.
These
audits may result in adjustments to our contract costs. Any costs
found to
be improperly allocated to a specific contract will not be reimbursed,
and
such costs already reimbursed must be refunded. We normally negotiate
with
the U.S. Government representatives before settling on final adjustments
to our contract costs. We have recorded contract revenues based upon
costs
we expect to realize upon final audit. However, we do not know the
outcome
of any future audits and adjustments and we may be required to reduce
our
revenues or profits upon completion and final negotiation of these
audits.
If any audit uncovers improper or illegal activities, we may be subject
to
civil and criminal penalties and administrative sanctions, including
termination of contracts, forfeiture of profits, suspension of payments,
fines and suspension or prohibition from doing business with the
U.S.
Government.
|
· |
Our
business is subject to potential U.S. Government inquiries and
investigations.
We
are from time to time subject to certain U.S. Government inquiries
and
investigations of our business practices due to our participation
in
government contracts. Such inquiry or investigation could have a
material
adverse effect on our results of operations and financial condition.
|
· |
Assimilating
operations and products may be unexpectedly
difficult;
|
· |
Management’s
attention may be diverted from other business
concerns;
|
· |
The
company may enter markets in which it has limited or no direct experience;
|
· |
The
company may lose key employees of an acquired business;
and
|
· |
The
company may not realize the value of the acquired assets relative
to the
price paid.
|
· |
changes
in demand for our products;
|
· |
introduction,
enhancement or announcement of products by us or our
competitors;
|
· |
market
acceptance of our new products;
|
· |
the
growth rates of certain market segments in which we
compete;
|
· |
size
and timing of significant orders;
|
· |
budgeting
cycles of customers;
|
· |
mix
of distribution channels;
|
· |
mix
of products and services sold;
|
· |
mix
of international and North American
revenues;
|
· |
fluctuations
in currency exchange rates;
|
· |
changes
in the level of operating expenses;
|
· |
changes
in our sales incentive plans;
|
· |
inventory
obsolescence;
|
· |
additional
contract losses;
|
· |
completion
or announcement of acquisitions by us or our competitors;
and
|
· |
general
economic conditions in regions in which we conduct
business.
|
· |
longer
payment cycles;
|
· |
greater
difficulties in accounts receivable
collection;
|
· |
unexpected
changes in regulatory requirements;
|
· |
export
restrictions, tariffs and other trade
barriers;
|
· |
difficulties
in staffing and managing foreign
operations;
|
· |
seasonal
reductions in business activity during the summer months in Europe
and
certain other parts of the world;
|
· |
economic
instability in emerging markets;
|
· |
potentially
adverse tax consequences; and
|
· |
cultural
and legal differences in the conduct of
business.
|
ITEM 1B. |
UNRESOLVED
STAFF COMMENTS
|
ITEM 2. |
PROPERTIES
|
SEGMENT
|
SQUARE
FEET
|
|||
|
(in
thousands as of 12/31/06)
|
|||
Aerospace
|
1,817
|
|||
Industrial
Distribution
|
1,464
|
|||
Music
|
760
|
|||
Corporate
Headquarters
|
40
|
|||
Total
|
4,081
|
ITEM 3. |
LEGAL
PROCEEDINGS
|
ITEM 4. |
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
ITEM 5. |
MARKET
FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS
AND ISSUER PURCHASES OF EQUITY
SECURITIES
|
QUARTERLY
COMMON STOCK INFORMATION
|
|||||||||||||
|
High
|
Low
|
Close
|
Dividend
|
|||||||||
2006
|
|||||||||||||
First
|
$
|
25.45
|
$
|
18.91
|
$
|
25.16
|
$
|
.125
|
|||||
Second
|
25.69
|
15.52
|
18.20
|
.125
|
|||||||||
Third
|
19.00
|
17.25
|
18.01
|
.125
|
|||||||||
Fourth
|
24.50
|
17.70
|
22.39
|
.125
|
|||||||||
2005
|
|||||||||||||
First
|
$
|
13.38
|
$
|
10.95
|
$
|
12.45
|
$
|
.11
|
|||||
Second*
|
18.17
|
11.54
|
18.04
|
.125
|
|||||||||
Third
|
24.48
|
17.47
|
20.45
|
.125
|
|||||||||
Fourth
|
23.95
|
17.10
|
19.69
|
.125
|
Total
Number
|
||||||||
of
Shares
|
Maximum
|
|||||||
Purchased
as
|
Number
of
|
|||||||
Total
|
Part
of
|
Shares
That
|
||||||
Number
|
Average
|
Publicly
|
May
Yet Be
|
|||||
of
Shares
|
Price
Paid
|
Announced
|
Purchased
Under
|
|||||
Period
|
Purchased
|
per
Share
|
Plan
|
the
Plan
|
||||
9/30/06-
|
||||||||
10/27/06
|
-
|
-
|
269,611
|
1,130,389
|
||||
10/28/06-
|
||||||||
11/24/06
|
-
|
-
|
269,611
|
1,130,389
|
||||
11/25/06-
|
||||||||
12/31/06
|
-
|
-
|
269,611
|
1,130,389
|
2001
|
2002
|
2003
|
2004
|
2005
|
2006
|
|
Kaman
|
100
|
73.3
|
87.2
|
89.6
|
137.8
|
158.3
|
S&P
600
|
100
|
83.7
|
117.4
|
140.5
|
149.8
|
170.8
|
Russell
2000
|
100
|
79.2
|
114.0
|
133.7
|
137.8
|
161.2
|
NASDAQ
Non Financial
|
100
|
65.8
|
100.01
|
108.6
|
111.1
|
121.9
|
ITEM 6. |
SELECTED
FINANCIAL DATA
|
ITEM 7. |
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
ITEM 7A. |
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8. |
FINANCIAL
STATEMENTS AND SUPPLEMENTARY
DATA
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
ITEM 9A. |
CONTROLS
AND PROCEDURES
|
ITEM 9B. |
OTHER
INFORMATION
|
ITEM 10. |
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
T.
Jack Cahill
|
Mr.
Cahill, 58, has been President of Kaman Industrial Technologies
Corporation, a subsidiary of the company, since 1993. He has held
various
positions with the company since 1975.
|
Candace
A. Clark
|
Ms.
Clark, 52, has been Senior Vice President, Chief Legal Officer and
Secretary since 1996. Ms. Clark has held various positions with the
company since 1985.
|
Ronald
M. Galla
|
Mr.
Galla, 55, has been Senior Vice President and Chief Information Officer
since 1995. Mr. Galla has been director of the company's Management
Information Systems since 1984.
|
Robert
M. Garneau
|
Mr.
Garneau, 62, has been Executive Vice President and Chief Financial
Officer
since 1995. Mr. Garneau has held various positions with the company
since
1981.
|
Russell
H. Jones
|
Mr.
Jones, 62, has been Senior Vice President, Chief Investment Officer,
and
Treasurer since 2003. Prior to that he served as Vice President and
Treasurer. He has held various positions with the company since
1973.
|
John
C. Kornegay
|
Dr.
Kornegay, 57, has been President of Kamatics Corporation, a subsidiary
of
the company, since 1999. He has held various positions with Kamatics
Corporation since 1988.
|
Paul
R. Kuhn
|
Mr.
Kuhn, 65, has been a Director since 1999. He has been President and
Chief
Executive Officer of the company since August 1999 and was appointed
to
the additional position of Chairman in 2001.
|
Robert
H. Saunders, Jr.
|
Mr.
Saunders, 65, has been President of Kaman Music Corporation, a subsidiary
of the company, since 1998. He has held various positions with the
company
since 1995.
|
ITEM 11. |
EXECUTIVE
COMPENSATION
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND
|
RELATED
STOCKHOLDER MATTERS
|
ITEM 13. |
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
ITEM 14. |
PRINCIPAL
ACCOUNTING FEES AND
SERVICES
|
ITEM 15. |
EXHIBITS,
FINANCIAL STATEMENT
SCHEDULES
|
|
|
KAMAN
CORPORATION
(Registrant)
|
By:
|
/s/ Paul
R. Kuhn
|
|
|
Paul
R. Kuhn
|
|
|
Chairman,
President and
|
|
|
Chief
Executive Officer
|
Signature
|
Title:
|
Date:
|
/s/ Paul
R. Kuhn
|
||
Paul
R. Kuhn
|
Chairman,
President and
Chief
Executive Officer
|
March
1, 2007
|
/s/ Robert
M. Garneau
|
||
Robert
M. Garneau
|
Executive
Vice President
and
Chief Financial Officer
(Principal
Financial and
Accounting
Officer)
|
March
1, 2007
|
/s/ Paul
R. Kuhn
|
||
Paul
R. Kuhn
|
March
1, 2007
|
|
Attorney-in-Fact
for:
|
||
Robert
Alvine
|
Director
|
|
Brian
E. Barents
|
Director
|
|
E.
Reeves Callaway III
|
Director
|
|
John
A. DiBiaggio
|
Director
|
|
Karen
M. Garrison
|
Director
|
|
Edwin
A. Huston
|
Director
|
|
Eileen
S. Kraus
|
Director
|
|
Richard
J. Swift
|
Director
|
YEAR
ENDED DECEMBER 31, 2006
|
||||||||||||||||
|
Additions
|
|||||||||||||||
DESCRIPTION
|
BALANCE
JANUARY
1, 2006
|
CHARGED
TO COSTS AND EXPENSES
|
OTHERS
|
DEDUCTIONS
|
BALANCE
DECEMBER
31, 2006
|
|||||||||||
Allowance
for doubtful accounts
|
$
|
3,400
|
$
|
925
|
$
|
-
|
$
|
972
(A
|
)
|
$
|
3,353
|
YEAR
ENDED DECEMBER 31, 2005
|
||||||||||||||||
|
Additions
|
|||||||||||||||
DESCRIPTION
|
BALANCE
JANUARY
1, 2005
|
CHARGED
TO COSTS AND EXPENSES
|
OTHERS
|
DEDUCTIONS
|
BALANCE
DECEMBER
31, 2005
|
|||||||||||
Allowance
for doubtful accounts
|
$
|
5,520
|
$
|
(1,226
|
)
|
$
|
167
(B
|
)
|
$
|
1,061
(A
|
)
|
$
|
3,400
|
YEAR
ENDED DECEMBER 31, 2004
|
||||||||||||||||
|
Additions
|
|||||||||||||||
DESCRIPTION
|
BALANCE
JANUARY
1, 2004
|
CHARGED
TO COSTS AND EXPENSES
|
OTHERS
|
DEDUCTIONS
|
BALANCE
DECEMBER
31, 2004
|
|||||||||||
Allowance
for doubtful accounts
|
$
|
3,340
|
$
|
3,768
|
-
|
$
|
1,588
(A
|
)
|
$
|
5,520
|
YEAR
ENDED DECEMBER 31, 2006
|
|||||||||||||
|
Additions
|
||||||||||||
DESCRIPTION
|
BALANCE
JANUARY
1, 2006
|
CURRENT
YEAR PROVISION (BENEFIT
|
)
|
OTHERS
|
BALANCE
DECEMBER
31, 2004
|
||||||||
Valuation
allowance on deferred tax assets
|
$
|
2,883
|
$
|
880
|
$
|
(23
|
)
|
$
|
3,740
|
YEAR
ENDED DECEMBER 31, 2005
|
|||||||||||||
|
Additions
|
||||||||||||
DESCRIPTION
|
BALANCE
JANUARY
1, 2005
|
CURRENT
YEAR PROVISION (BENEFIT
|
)
|
OTHERS
|
BALANCE
DECEMBER
31, 2005
|
||||||||
Valuation
allowance on deferred tax assets
|
$
|
2,163
|
$
|
786
|
$
|
(66
|
)
|
$
|
2,883
|
YEAR
ENDED DECEMBER 31, 2004
|
|||||||||||||
|
Additions
|
||||||||||||
DESCRIPTION
|
BALANCE
JANUARY
1, 2004
|
CURRENT
YEAR PROVISION (BENEFIT
|
)
|
OTHERS
|
BALANCE
DECEMBER
31, 2004
|
||||||||
Valuation
allowance on deferred tax assets
|
$
|
2,005
|
$
|
109
|
$
|
49
|
$
|
2,163
|
Exhibit
3a
|
The
Amended and Restated Certificate of Incorporation of the company,
was
filed as Exhibit 3.1 to Form 8-K on November 4, 2005, Document
No. 0001341004-05-000188.
|
by
reference
|
Exhibit
3b
|
The
Amended and Restated Bylaws of the company were filed as Exhibit
3.2 to
Form 8-K on November 4, 2005, Document No. 0001341004-05-000188.
|
by
reference
|
Exhibit
4a
|
Indenture
between the company and Manufacturers Hanover Trust Company, as
Indenture
Trustee, with respect to the company's 6% Convertible Subordinated
Debentures was filed as Exhibit 4.1 to Registration Statement No.
33 11599
on Form S-2 filed with the Securities and Exchange Commission on
January
29, 1987.
|
by
reference
|
Exhibit
4b
|
Revolving
Credit Agreement between the company and The Bank of Nova Scotia
and Fleet
National Bank as Co-Administrative Agents and Bank One, N.A. as
the
Documentation Agent and The Bank of Nova Scotia and Fleet Securities,
Inc.
as the Co-Lead Arrangers and Various Financial Institutions dated
as of
August 5, 2005 was filed as Exhibit 1 to Form 8-K with the Securities
and
Exchange Commission on August 8, 2005, Document No. 0000054381-05-000051,
and Amendment No. 1 dated January 31, 2007 was filed as Exhibit 1 to
Form 8-K on January 31, 2007, Document No. 0000054381-07-000006.
|
by
reference
|
Exhibit
4c
|
Credit
Agreement between the company, RWG Frankenjura-Industrie Flugwerklager
GmbH, and Wachovia Bank, N.A., dated July 29, 2002 was filed as
Exhibit 4c
to Form 10-K filed with the Securities and Exchange Commission
on March
26, 2003, Document No. 0000054381-03-000079.
Amendments to the Agreement were filed as Exhibit 4.2 to Form 10-Q
with
the Securities and Exchange Commission on November 5, 2003, Document
No.
0000054381-03-000124,
Exhibit 4b to Form 8-K filed with the Securities and Exchange Commission
on October 21, 2004, Document No. 0000054381-04-000070.
Schedules and Exhibits to the Credit Agreement, which are listed
in its
Table of Contents, are omitted but will be provided to the Commission
upon
request.
|
by
reference
|
Exhibit
10a
|
The
Kaman Corporation 2003 Stock Incentive Plan effective November
1, 2003, as
amended effective February 17, 2004, was filed as Exhibit 10a to
Form 10-K
on March 5, 2004, Document No. 0000054381-04-000032.
|
by
reference
|
Exhibit
10b
|
The
Kaman Corporation Employees Stock Purchase Plan as amended effective
November 18, 1997 was filed as Exhibit 10b to Form 10-K on March
16, 1998,
Document No. 0000054381-98-09.
|
by
reference
|
Exhibit
10c
|
The
Kaman Corporation Supplemental Employees' Retirement Plan was filed
as
Exhibit 10c to Form 10-K on March 15, 2001, Document No. 0000054381-02-000005,
and the Plan as amended was filed as Exhibit 10c to Form 10-K on
March 5,
2004, Document No. 0000054381-04-000032
and as Exhibit 10.10 to Form 8-K on February 26, 2007, Document
No. 0000054381-07-000015.
|
by
reference
|
Exhibit
10c(i)
|
The
Post-2004 Supplemental Employees’ Retirement Plan was filed as Exhibit
10.11 to Form 8-K on February 26, 2007, Document No. 000054381-07-000015.
|
by
reference
|
Exhibit
10d
|
The
Kaman Corporation Amended and Restated Deferred Compensation Plan
(Effective as of November 12, 2002, except where otherwise indicated)
was
filed as Exhibit 10d to Form 10-K, Document No. 0000054381-03-000079,
filed with the Securities and Exchange Commission on March 26,
2003.
Amendments to the Plan were filed as Exhibit 10d to Form 10-K,
Document
No. 0000054381-04-000032,
filed with the Securities and Exchange Commission on March 5, 2004,
and
Exhibit 10(a) on Form 10-Q, Document No. 0000054381-04-000059,
filed with the Securities and Exchange Commission on August 3,
2004.
|
by
reference
|
Exhibit
10e(i)
|
Kaman
Corporation Cash Bonus Plan (Amended and Restated Effective as
of January
1, 2002) and First Amendment thereto were filed as Exhibit 10e
to Form
10-K, Document No. 0000054381-02-000005,
filed with the Securities and Exchange Commission on March 14,
2002.
Amendments to the Plan were filed as Exhibit 10e(ii) to Form 10-K,
Document No. 0000054381-03-000079,
with the Securities and Exchange Commission on March 26, 2003 and
Exhibit
10(b) to Form 10-Q, Document No. 0000054381-04-000059,
filed with the Securities and Exchange Commission on August 3,
2004.
|
by
reference
|
Exhibit
10g (i)
|
Amendment
No. 1 to Employment Agreement between Paul R. Kuhn and Kaman Corporation,
dated as of January 1, 2007, was filed as Exhibit 10.1 to Form
8-K,
Document No. 0000054381-07-000015,
on February 26, 2007.
|
by
reference
|
Exhibit
10g(iv)
|
Executive
Employment Agreement between Candace A. Clark and Kaman Corporation,
dated
as of January 1, 2007, was filed as Exhibit 10.3 to Form 8-K, Document
No.
0000054381-07-000015,
on February 26, 2007.
|
by
reference
|
Exhibit
10g (v)
|
Executive
Employment Agreement between Ronald M. Galla and Kaman Corporation,
dated
as of January 1, 2007.
|
attached
|
Exhibit
10g (vi)
|
Executive
Employment Agreement between Robert M. Garneau and Kaman Corporation,
dated as of January 1, 2007, was filed as Exhibit 10.2 to Form
8-K,
Document No. 0000054381-07-000015,
on February 26, 2007.
|
by
reference
|
Exhibit
10g (vii)
|
Executive
Employment Agreement between T. Jack Cahill and Kaman Industrial
Technologies Corporation, dated as of January 1, 2007, was filed
as
Exhibit 10.4 to Form 8-K, Document No. 0000054381-07-000015,
on February 26, 2007.
|
by
reference
|
Exhibit
10g (ix)
|
Executive
Employment Agreement between Robert H. Saunders, Jr. and Kaman
Music
Corporation, dated as of January 1, 2007, was filed as Exhibit
10.5 to
Form 8-K, Document No. 0000054381-07-000015,
on February 26, 2007.
|
by
reference
|
Exhibit
10g (x)
|
Amended
and Restated Change in Control Agreement between Candace A. Clark
and
Kaman Corporation, dated as of January 1, 2007, was filed as Exhibit
10.7
to Form 8-K, Document No. 0000054381-07-000015,
on February 26, 2007.
|
by
reference
|
Exhibit
10g (xi)
|
Amended
and Restated Change in Control Agreement between Ronald M. Galla
and Kaman
Corporation, dated as of January 1, 2007.
|
attached
|
Exhibit
10g (xii)
|
Amended
and Restated Change in Control Agreement between Robert M. Garneau
and
Kaman Corporation, dated as of January 1, 2007, was filed as Exhibit
10.6
to Form 8-K, Document No. 0000054381-07-000015,
on February 26, 2007.
|
by
reference
|
Exhibit
10g (xiii)
|
Amended
and Restated Change in Control Agreement between T. Jack Cahill
and Kaman
Industrial Technologies Corporation, dated as of January 1, 2007,
was
filed as Exhibit 10.8 to Form 8-K, Document No. 0000054381-07-000015,
on February 26, 2007.
|
by
reference
|
Exhibit
10g (xv)
|
Amended
and Restated Change in Control Agreement between Robert H. Saunders,
Jr.
and Kaman Music Corporation, dated as of January 1, 2007, was filed
as
Exhibit 10.9 to Form 8-K, Document No. 0000054381-07-000015,
on February 26, 2007.
|
by
reference
|
Exhibit
10g (xvi)
|
Executive
Employment Agreement between Russell H. Jones and Kaman Corporation,
dated
as of January 1, 2007.
|
attached
|
Exhibit
10g (xvii)
|
Amended
and Restated Change in Control Agreement between Russell H. Jones
and
Kaman Corporation, dated as of January 1, 2007
|
attached
|
Exhibit
10h (i)
|
Form
of Incentive Stock Option Agreement under the Kaman Corporation
2003 Stock
Incentive Plan.
|
attached
|
Exhibit
10h (ii)
|
Form
of Non-Statutory Stock Option Agreement under the Kaman Corporation
2003
Stock Incentive Plan was filed as Exhibit 10h(ii) to Form 10-K,
Document
No. 0000054381-05-000024,
on March 16, 2005.
|
by
reference
|
Exhibit
10h (iii)
|
Form
of Stock Appreciation Rights Agreement under the Kaman Corporation
2003
Stock Incentive Plan was filed as Exhibit 10h(iii) to Form 10-K,
Document
No. 0000054381-05-000024,
on March 16, 2005.
|
by
reference
|
Exhibit
10h (iv)
|
Form
of Restricted Stock Agreement under the Kaman Corporation 2003
Stock
Incentive Plan was filed as Exhibit 10h(iv) to Form 10-K, Document
No. 0000054381-06-000036,
on February 27, 2006.
|
by
reference
|
Exhibit
10h(v)
|
Form
of Long Term Performance Award Agreement (Under the Kaman Corporation
2003
Stock Incentive Plan) was filed as Exhibit 10.2 to Form 8-K filed
on
November 10, 2005, Document No. 0000054381-05-000090.
|
by
reference
|
Exhibit
10h(vi)
|
Deferred
Compensation Agreement between Kaman Corporation and John A. DiBiaggio
dated June 26, 1984 and First Amendment dated July 3, 1991 was
filed as
Exhibit 10h(vi) to Form 10-K, Document No. 0000054381-06-000036,
on February 27, 2006.
|
by
reference
|
Exhibit
10h(vii)
|
Deferred
Compensation Agreement between Kaman Corporation and Eileen S.
Kraus dated
August 8, 1995 and First Amendment dated December 8, 2005 was filed
as
Exhibit 10h(vii) to Form 10-K, Document No. 0000054381-06-000036,
on February 27, 2006.
|
by
reference
|
Exhibit
10h(viii)
|
Deferred
Compensation Agreement between Kaman Corporation and Robert Alvine
dated
December 16, 2006.
|
attached
|
Exhibit
13
|
Portions
of the company's 2006 Annual Report to Shareholders as required
by Items
6, 7, and 8.
|
attached
|
Exhibit
14
|
Kaman
Corporation Code of Business Conduct was filed as Exhibit 10.2
to Form
8-K, Document No. 0000054381-06-000104,
on November 13, 2006.
|
by
reference
|
Exhibit
21
|
List
of Subsidiaries
|
attached
|
Exhibit
23
|
Consent
of Independent Registered Public Accounting Firm
|
attached
|
Exhibit
24
|
Power
of attorney under which this report was signed on behalf of certain
directors.
|
attached
|
Exhibit
31.1
|
Certification
of Chief Executive Officer Pursuant to Rule 13a-14 under the Securities
and Exchange Act of 1934.
|
attached
|
Exhibit
31.2
|
Certification
of Chief Financial Officer Pursuant to Rule 13a-14 under the Securities
and Exchange Act of 1934.
|
attached
|
Exhibit
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
attached
|
Exhibit
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
attached
|