forms-3.htm
As filed
with the Securities and Exchange Commission on June 26, 2009
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KAMAN
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
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Connecticut
(State
or Other Jurisdiction of incorporation)
|
5080
(Primary
Standard Industrial Classification Code Number)
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06-0613548
(IRS
Employer Identification Number)
|
1332
Blue Hills Avenue
Bloomfield,
Connecticut 06002
(860)
243-7100
(Address,
Including Zip Code, and Telephone Number, including
area
code, of Registrant's Principal Executive Offices)
________________________
|
Candace
A. Clark, Esq.
Senior
Vice President, Chief Legal Officer
and
Secretary
Kaman
Corporation
1332
Blue Hills Avenue
Bloomfield,
Connecticut 06002
Telephone:
(860) 243-7868
(Name,
Address, including Zip Code, and Telephone Number, including Area
Code,
of
Agent for Service)
|
With
a copy to:
Willard
F. Pinney, Jr., Esq.
Murtha
Cullina LLP
CityPlace,
29th
Floor
185
Asylum Street
Hartford,
Connecticut 06103
Telephone: (860) 240-6016
|
Approximate
date of commencement of proposed sale to the public: From time to time after the
effective date of the Registration Statement, as determined by the
registrant.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box:
[ ]
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act
registrations statement number of the earlier effective registration statement
for the same offering. [ ]
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
Accelerated Filer x
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Accelerated
Filer ¨
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|
Non-Accelerated
Filer o
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Smaller
Reporting Company o
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(Do not check if smaller reporting
company)
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CALCULATION
OF REGISTRATION FEE
|
|
Title
of each class of securities to be registered
|
Amount
to be
Registered
(1)
|
Proposed
maximum
offering
price per
share
(1)
|
Proposed
maximum aggregate offering
price
(1)(2)(3)
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Amount
of
registration
fee (4)
|
|
Common
Stock, par value $1.00 per share
|
–
|
–
|
–
|
–
|
|
Preferred
Stock, par value $1.00 per share
|
–
|
–
|
–
|
–
|
|
Debt
Securities
|
–
|
–
|
–
|
–
|
|
Warrants
|
–
|
–
|
–
|
–
|
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TOTAL:
|
|
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$200,000,000
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$11,160.00
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(1)
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Not
specified as to each class of securities to be registered pursuant to
General Instruction II.D of Form S-3 under the Securities Act of 1933, as
amended (the “Securities Act”). Securities registered hereunder
may be sold separately, together or as units with other securities
registered hereunder.
|
|
(2)
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The
registrant is hereby registering an indeterminate principal amount and
number of each identified class of its securities up to a proposed maximum
aggregate offering price of $200,000,000, which may be offered from time
to time in unspecified numbers at unspecified prices. The
proposed aggregate offering price per class of security will be determined
from time to time by the registrant in connection with the issuance by the
registrant of the securities registered hereunder. The
registrant has estimated the proposed maximum aggregate offering price
solely for the purpose of calculating the registration fee pursuant to
Rule 457(o) under the Securities Act of
1933.
|
|
(3)
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The
registrant is hereby registering such indeterminate amount and number of
each identified class of the identified securities as may be issued upon
conversion, exchange, or exercise of any other securities that provide for
such conversion, exchange or
exercise.
|
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(4)
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Calculated
pursuant to Rule 457(o) under the Securities
Act.
|
________________________
The
registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED JUNE 26, 2009
PROSPECTUS
KAMAN
CORPORATION
DEBT
SECURITIES
COMMON
STOCK
PREFERRED
STOCK
WARRANTS
We may
offer, issue and sell from time to time, together or separately, (i) senior or
subordinated debt securities, which may be convertible into shares of our common
stock, preferred stock or other securities, (ii) shares of our common stock,
(iii) shares of our preferred stock, which we may issue in one or more series;
or (iv) warrants to purchase our equity or debt securities or other
securities. The total offering price of the securities described in
this prospectus will not exceed $200,000,000 in the aggregate.
This
prospectus provides some of the general terms that may apply to these
securities. We will provide the specific terms of any securities we
may offer in a supplement to this prospectus, which will indicate if the
securities offered thereby will be listed on any securities
exchange. You should carefully read this prospectus and any
applicable prospectus supplement before deciding to invest in any of these
securities. This
prospectus may not be used to sell securities unless accompanied by a prospectus
supplement or a free writing prospectus.
We may
offer securities through underwriting syndicates managed or co-managed by one or
more underwriters or agents, or directly to purchasers. For general
information about the distribution of securities offered, please see “Plan of
Distribution.” The prospectus supplement for each offering of securities will
describe in detail the plan of distribution for that offering.
Our
common stock is listed on the Nasdaq Global Select Market under the symbol
“KAMN.” On June 25, 2009, the last reported sale price of our
common stock as reported was $17.61 per share. Our principal
executive offices are located at 1332 Blue Hills Avenue, Bloomfield, Connecticut
06002.
You
should carefully read and consider the risk factors included in our Annual
Report on Form 10-K for the year ended December 31, 2008, our periodic
reports, in prospectus supplements relating to specific offerings of securities
and in other information that we file with the Securities and Exchange
Commission before you invest in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is June 26,
2009.
TABLE OF
CONTENTS
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Page
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About
This Prospectus
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1
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Where
You Can Find More Information
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2
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Incorporation
By Reference
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2
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Forward-Looking
Statements
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4
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Summary
of Our Company
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5
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Risk
Factors
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5
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Use
of Proceeds
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6
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Ratio
of Earnings to Fixed Charges
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6
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The
Securities We May Offer
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7
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Description
of Debt Securities
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8
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Description
of Our Common Stock
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12
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Description
of Our Preferred Stock
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16
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Description
of Warrants
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17
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Material
Federal Income Tax Consequences
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18
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Plan
of Distribution
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18
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Legal
Matters
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23
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Experts
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23
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As used in this prospectus, “Kaman,”
“the Company,” “we,” “us,” and “ours” refer to Kaman Corporation and its
subsidiaries.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission, or the SEC, using the “shelf” registration
rules. Under the SEC’s shelf registration rules, we may sell any
combination of the securities described in this prospectus in one or more
offerings up to a total dollar amount of $200,000,000. This
prospectus provides you with a general description of the securities we may
offer. Each time we offer securities under this prospectus, we will
provide a prospectus supplement that will contain specific information about the
terms of that offering and the securities offered. We may also
provide to you, or authorize be provided to you, one or more free writing
prospectuses that may contain material information relating to these
offerings. We may also add, update or change in the prospectus
supplement (and in any related free writing prospectus) any of the information
contained in this prospectus or in the documents that we have incorporated by
reference into this prospectus. To the extent that any statement that
we make in a prospectus supplement or any related free writing prospectus is
inconsistent with statements made in this prospectus, the statements made in
this prospectus will be deemed modified or superseded by those made in a
prospectus supplement or such free writing prospectus. We urge you to
carefully read this prospectus, any applicable prospectus supplement and any
related free writing prospectus, together with the information incorporated in
this prospectus by reference as described under the headings “Where You Can Find
More Information” and “Incorporation by Reference” before buying any of the
securities being offered.
You
should rely only on the information that we have provided or incorporated by
reference in this prospectus, any applicable prospectus supplement and any
related free writing prospectus that we may provide to you or authorize be
provided to you. We have not authorized any dealer, salesman or other
person to give any information or to make any representation other than those
contained or incorporated by reference in this prospectus, any applicable
prospectus supplement or any related free writing prospectus. You
must not rely upon any information or representation not contained or
incorporated by reference in this prospectus, the accompanying prospectus
supplement or any related free writing prospectus. This prospectus,
the accompanying supplement to this prospectus, and any related free writing
prospectus do not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the registered securities to which they relate,
nor do this prospectus, the accompanying supplement to this prospectus or any
related free writing prospectus constitute an offer to sell or the solicitation
of an offer to buy securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. You
should not assume that the information contained in this prospectus, any
applicable prospectus supplement or any related free writing prospectus is
accurate on any date subsequent to the date set forth on the front of the
document or that any information we have incorporated by reference is correct on
any date subsequent to the date of the document incorporated by reference, even
though this prospectus, any applicable prospectus supplement or any related free
writing prospectus is delivered or securities sold on a later date.
WHERE
YOU CAN FIND MORE INFORMATION
We are
subject to the reporting requirements of the Exchange Act and its rules and
regulations. Our SEC file number is 0-1093. The Exchange
Act requires us to file reports, proxy statements and other information with the
SEC. Copies of these reports, proxy statements and other information
can be read and copied at:
SEC
Public Reference Room
100 F
Street NE
Washington,
D.C. 20549
Information
on the operation of the Public Reference Room may be obtained by calling the SEC
at 1−800−SEC−0330.
The SEC
maintains a website that contains reports, proxy statements and other
information regarding issuers that file electronically with the
SEC. These materials may be obtained electronically by accessing the
SEC’s website at http://www.sec.gov.
We make
available, free of charge on our website, our annual report on Form 10−K,
quarterly reports on Form 10−Q, proxy statements, and current reports on Form
8−K as well as amendments to those reports filed or furnished pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, together with
Section 16 insider beneficial stock ownership reports, as soon as reasonably
practicable after we electronically file these documents with, or furnish them
to, the SEC. These documents are posted on our website at www.kaman.com —
select the “Investors & Media” link and then the “SEC Documents”
link.
We also
make available, free of charge on our website, our Certificate of Incorporation,
By–Laws, Governance Principles and all Board of Directors' standing Committee
Charters (including Audit, Corporate Governance, Personnel & Compensation
and Finance). These documents are posted on our website at www.kaman.com —
select the “Corporate Governance” link. Information located on our
corporate website is not considered a part of, nor incorporated by reference in,
this prospectus.
INCORPORATION
BY REFERENCE
The SEC
allows us to incorporate by reference the information that we file with them
into this prospectus. This means that we can disclose important
information to you by referring you to other documents previously filed
separately with the SEC, including our annual, quarterly and current
reports. The information incorporated by reference is considered to
be a part of this prospectus, except for any information that is modified or
superseded by information contained in this document or any other subsequently
filed document. The information incorporated by reference is an
important part of this prospectus.
Any
information that we file with the SEC, specifically, those documents filed
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (other than Regulation FD and/or Regulation G disclosure furnished
under Item 9 and/or Item 12 of a current report on Form 8-K (or, if amended, the
appropriate Items relating to such disclosures) and exhibits relating to such
disclosures, unless otherwise specifically stated in any such current report on
Form 8-K), after the initial filing of the registration statement that contains
this prospectus and prior to the time that we sell all of the securities offered
by this prospectus, will be incorporated by reference into this prospectus and
will automatically update and supersede the information in this prospectus and
any previously filed document.
The
following documents have been filed by the Company with the SEC and are hereby
incorporated by reference into this prospectus:
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·
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our
annual report on Form 10-K for the fiscal year ended December 31,
2008, filed February 26, 2009;
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·
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our
current report on Form 8-K dated February 19, 2009, filed February
19, 2009;
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·
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our
current report on Form 8-K dated February 26, 2009, filed February
26, 2009;
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·
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our
definitive proxy statement on Schedule 14A filed February 26,
2009;
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·
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our
additional definitive proxy materials filed on February 26,
2009;
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·
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our
current report on Form 8-K dated March 23, 2009, filed on March 23,
2009;
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·
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our
current report on Form 8-K dated May 11, 2009, filed on May 11,
2009;
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·
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our
quarterly report on Form 10-Q dated May 11, 2009, filed on May 11,
2009;
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·
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our
current report on Form 8-K dated June 3, 2009, filed on June 3, 2009;
and
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·
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our
current report on Form 8-K dated June 10, 2009, filed on June 10,
2009.
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·
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The
description of our common stock contained in our registration statement on
Form S-4 filed on August 18, 2005 (SEC File No. 333-127649), as amended by
Amendment No. 1 to Form S-4 filed on August 31, 2005 and Amendment No. 2
to Form S-4 filed on September 1, 2005, and including any amendment or
report subsequently filed for the purpose of updating the
description.
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Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
You may
obtain any of these incorporated documents from us without charge, excluding any
exhibits to those documents unless the exhibit is specifically incorporated by
reference in such document, by making a written or oral request to the Secretary
of the Company, Kaman Corporation, 1332 Blue Hills Avenue, Bloomfield,
Connecticut 06002 (telephone number: (860) 243-7100).
FORWARD-LOOKING
STATEMENTS
This
prospectus may contain forward-looking information relating to the Company's
business and prospects, including the Aerospace and Industrial Distribution
businesses, operating cash flow, and other matters that involve a number of
uncertainties that may cause actual results to differ materially from
expectations. Those uncertainties include: 1) the successful
conclusion of competitions for government programs and thereafter contract
negotiations with government authorities, both foreign and domestic; 2)
political conditions in countries where the company does or intends to do
business; 3) standard government contract provisions permitting renegotiation of
terms and termination for the convenience of the government; 4) domestic and
foreign economic and competitive conditions in markets served by the company,
particularly the defense, commercial aviation and industrial production markets;
5) risks associated with successful implementation and ramp up of significant
new programs; 6) management's success in resolving operational issues at the
Aerostructures Wichita facility; 7) successful negotiation of the Sikorsky
Canadian MH-92 program; 8) successful resale of the aircraft,
equipment and spare parts obtained in connection with the
Australia SH-2G (A) program termination; 9) receipt and
successful execution of production orders for the JPF U.S. government contract,
including the exercise of all contract options, successful negotiation of price
increases with the U.S. government, and receipt of orders from allied
militaries, as all have been assumed in connection with goodwill impairment
evaluations; 10) satisfactory resolution of the company’s litigation with the
U.S. Army procurement agency relating to the FMU-143 program; 11) continued
support of the existing K-MAX helicopter fleet, including sale of existing K-MAX
spare parts inventory; 12) cost growth in connection with environmental
remediation activities at the Bloomfield, Moosup and New Hartford, CT facilities
and our U.K. facilities; 13) profitable integration of acquired businesses into
the company's operations; 14) changes in supplier sales or vendor incentive
policies; 15) the effects of price increases or decreases; 16) pension plan
assumptions and future contributions; 17) future levels of indebtedness and
capital expenditures; 18) continued availability of raw materials and other
commodities in adequate supplies and the effect of increased costs therefor; 19)
the effects of currency exchange rates and foreign competition on future
operations; 20) changes in laws and regulations, taxes, interest rates,
inflation rates, general business conditions and other factors; 21)
future repurchases and/or issuances of common stock; and 22) other risks and
uncertainties set forth in the company's annual, quarterly and current reports,
and proxy statements. Any forward-looking information provided in
this prospectus should be considered with these factors in mind. We
assume no obligation to update any forward-looking statements contained in this
prospectus.
SUMMARY
OF OUR COMPANY
This summary highlights selected
information contained in this document. To fully understand the terms of the
offering set forth herein, you should carefully read this entire document and
the other documents that are referred to in this document. See “Where
You Can Find More Information” above.
The
Company
Kaman Corporation, founded in 1945,
conducts business in two principal markets, Aerospace and Industrial
Distribution. Please see our Annual Report on Form 10-K for 2008 that
we filed with the SEC on February 26, 2009 for a comprehensive description of
our businesses. To find this report and other information about us,
please see “Where You Can Find More Information” herein.
The following is information for the
three preceding years concerning the percentage contribution of each of our
Aerospace and Industrial Distribution operations to the Company’s consolidated
net sales from continuing operations:
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Years
Ended December 31,
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2008
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2007
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2006
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Aerostructures
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11.8 |
% |
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9.4 |
% |
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7.9 |
% |
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Precision
Products
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9.4 |
% |
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8.1 |
% |
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7.2 |
% |
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Helicopters
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5.5 |
% |
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6.6 |
% |
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7.1 |
% |
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Specialty
Bearings
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11.3 |
% |
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11.4 |
% |
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10.7 |
% |
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Subtotal
Aerospace
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38.0 |
% |
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35.5 |
% |
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32.9 |
% |
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Industrial
Distribution
|
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62.0 |
% |
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64.5 |
% |
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67.1 |
% |
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Total
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100.0 |
% |
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100.0 |
% |
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100.0 |
% |
As of
December 31, 2008, we employed 4,294 individuals throughout our operations and
at our corporate headquarters, which is located as 1332 Blue Hills Avenue,
Bloomfield, Connecticut 06002, telephone no.: (860) 243-7100.
Our
common stock is traded on the NASDAQ Global Select Market under the trading
symbol “KAMN.” As of June 25, 2009, the last sale price of our common stock as
reported on the NASDAQ Global Select Market was $17.61 per
share.
RISK
FACTORS
Before
you invest in our securities, in addition to the other information, documents or
reports included or incorporated by reference in this prospectus and any
prospectus supplement or other offering materials, you should carefully consider
the risk factors in the section entitled “Risk Factors” in any prospectus
supplement as well as our most recent annual report on Form 10-K, and in our
quarterly reports on Form 10-Q filed subsequent to the annual report on Form
10-K, which are incorporated by reference into this prospectus and any
prospectus supplement in their entirety, as the same may be amended,
supplemented or superseded from time to time by other reports we file with the
SEC in the future. Each of the risks described in these sections and
documents could materially and adversely affect our business, financial
condition, results of operations and prospects, and could result in a partial or
complete loss of your investment.
USE
OF PROCEEDS
Unless
otherwise set forth in a prospectus supplement, we intend to use the net
proceeds from the sale of the securities for working capital and other general
corporate purposes, which may include repaying debt, financing capital
commitments, and the financing of possible acquisitions. We will have
significant discretion in the use of any net proceeds. We may provide
additional information on the use of the net proceeds from the sale of our
securities in an applicable prospectus supplement or other offering materials
relating to the offered securities.
RATIO
OF EARNINGS TO FIXED CHARGES
The
following table sets forth the historical ratios of earnings to fixed charges
for the periods indicated. The Company’s ratio of earnings to fixed
charges for each of the periods set forth below has been computed on a
consolidated basis and should be read in conjunction with the consolidated
financial statements, including the notes to those financial statements, and
other information set forth in the reports filed by the Company with the
SEC.
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Years
ended December 31,
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2008
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2007
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2006
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2005
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2004
|
|
|
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6.75
|
|
5.53
|
|
4.24
|
|
2.24
|
|
(2.72)
|
For the
fiscal quarter ended April 3, 2009 the ratio of earnings to fixed charges was
3.53.
For
purposes of computing the ratio of earnings to fixed charges, earnings consist
of income from continuing operations before taxes and fixed charges. Fixed
charges consist of interest expense, amortized expenses related to indebtedness,
and one-third of our rental expense, which approximates the interest
factor.
The
ratios are based solely on historical financial information, and no pro forma
adjustments have been made thereto.
THE
SECURITIES WE MAY OFFER
We may
sell from time to time, in one or more offerings, debt securities, common
shares, preferred shares, and/or warrants in a dollar amount that does not
exceed $200,000,000. This prospectus contains only a summary of the
securities we may offer. The specific terms of any securities
actually offered for sale, together with the terms of that offering, the initial
price and the net proceeds to us from the sale of such securities, will be set
forth in an accompanying prospectus supplement. That prospectus
supplement also will contain information, if applicable, about material U.S.
federal income tax considerations relating to the securities and the securities
exchange, if any, on which the securities will be listed. This
prospectus may not be used to consummate a sale of securities unless it is
accompanied by a prospectus supplement.
The
following description of our debt securities, our common shares, our preferred
shares, and warrants we may issue, together with the additional information we
include in any applicable prospectus supplements, summarizes the material terms
and provisions of the securities that we may offer under this
prospectus.
For the
complete terms of our common shares and preferred shares, please refer to our
Amended and Restated Certificate of Incorporation (“Certificate of
Incorporation”) and Amended and Restated Bylaws (“Bylaws”), as supplemented by
any certificate of amendment designating the terms, rights and preferences for
each series of preferred shares, that are incorporated by reference into the
registration statement which includes this prospectus. Connecticut
law will also affect the terms of these securities and the rights of holders
thereof. While the terms we have summarized below will apply generally to any
future common shares or preferred shares that we may offer, we will describe the
particular terms of any class or series of these securities in more detail in
the applicable prospectus supplement. If we so indicate in any
applicable prospectus supplement, the terms of any preferred shares we offer may
differ from the terms we describe below.
Under our
Certificate of Incorporation, our authorized shares consist of an aggregate
50,200,000 share of capital stock, par value $1.00 per share, consisting of
50,000,000 shares of common stock (the “Common Stock”) and 200,000 shares of
preferred stock (the “Preferred Stock”) which may be issued in one or more
classes or series, each with such terms, preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications and terms or conditions of redemption, as are
permitted by Connecticut law and as our Board of Directors may determine by
resolution. As of May 1, 2009, we had outstanding 25,639,039 shares of Common Stock
and no shares of Preferred Stock.
DESCRIPTION
OF DEBT SECURITIES
We may
issue debt securities either separately, or together with, or upon the
conversion of or in exchange for, other securities. The debt
securities may be our unsecured and unsubordinated obligations or our
subordinated obligations, and may or may not be convertible into shares of our
Common Stock, Preferred Stock or other securities. We use the term
“senior debt securities” to refer to our unsecured and unsubordinated
obligations. We use the term “subordinated debt securities” to refer
to our subordinated obligations. The subordinated debt securities of
any class or series may be our senior subordinated obligations, subordinated
obligations, junior subordinated obligations or may have such other ranking as
is described in the relevant prospectus supplement. We may issue any
of these types of debt securities in one or more classes or
series. As of the date of this prospectus, we have no outstanding
registered debt securities.
All of
our operations are conducted through our subsidiaries. Accordingly, our cash
flow and our ability to service our debt, including the debt securities, are
dependent upon the earnings of our subsidiaries and the distribution of those
earnings to us, whether by dividends, loans or otherwise. The payment
of dividends and the making of loans and advances to us by our subsidiaries may
be (i) subject to statutory or contractual restrictions,
(ii) contingent upon the earnings of our subsidiaries, and
(iii) subject to various business considerations. Our right to
receive assets of any of our subsidiaries upon their liquidation or
reorganization (and the consequent right of the holders of the debt securities
to participate in those assets) will be effectively subordinated to the claims
of that subsidiary’s creditors (including trade creditors), except to the extent
that we are recognized as a creditor of that subsidiary, in which case our
claims would still be subordinate to any security interests in the assets of the
subsidiary and any indebtedness held by a subsidiary that is senior to
indebtedness held by us.
Our
senior debt securities may be issued from time to time under a senior debt
securities indenture with a trustee to be named in the senior debt securities
indenture. Our subordinated debt securities may be issued from time
to time under a subordinated debt securities indenture with a trustee to be
named in the subordinated debt securities indenture. We have filed
forms of these documents as exhibits to the registration statement, of which
this prospectus is a part, and supplemental indentures and forms of debt
securities containing the terms of the debt securities being offered will be
filed as exhibits to the registration statement of which this prospectus is a
part or will be incorporated by reference from reports that we file with the
SEC. The indentures will be qualified under the Trust Indenture Act
of 1939, as amended.
We use
the term “indenture” below to refer to the senior debt securities indenture
and/or the subordinated debt securities indenture. We use the term
“trustee” below to refer to the trustee named in the senior debt securities
indenture and/or the subordinated debt securities indenture.
The
summary of selected provisions below that will be included in indentures and in
the debt securities is not complete. Before making an investment in
our debt securities, you should review the applicable prospectus supplement and
the form of applicable indenture, which will be filed with the SEC in connection
with the offering of the specific debt securities.
General
We
may issue debt securities of any class or series with terms different from the
terms of debt securities of any other class or series and the terms of
particular debt securities within any class or series may differ from each
other, all without the consent of the holders of previously issued classes or
series of debt securities. The debt securities of each class or
series will be our direct, unsecured obligations, and may or may not be
convertible into shares of our Common Stock, Preferred Stock or other
securities.
The
applicable prospectus supplement relating to the class or series of debt
securities will describe the specific terms of each class or series of debt
securities being offered, including, where applicable, the
following:
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the
aggregate principal amount and whether there is any limit on the aggregate
principal amount that we may subsequently
issue;
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whether
the debt securities will be senior, senior subordinated, subordinated or
junior subordinated;
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whether
or not the debt securities will be convertible or exchangeable into our
other securities, and any provisions regarding the conversion or exchange
of such debt securities with or into our other
securities;
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the
name of the trustee and its corporate trust
office;
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any
limit on the amount of debt securities that may be
issued;
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any
subordination provisions;
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any
default provisions and events of default applicable to such debt
securities;
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any
covenants applicable to such debt
securities;
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whether
such debt securities are issued in certificated or book-entry form, and
the identity of the depositary for those issued in book-entry
form;
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whether
such debt securities are to be issuable in registered or bearer form, or
both, and any restrictions applicable to the exchange of one form or
another and to the offer, sale and delivery of such debt securities in
either form;
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whether
such debt securities may be represented initially by a debt security in
temporary or permanent global form, and, if so, the initial depositary and
the circumstances under which beneficial owners of interests may exchange
such interests for debt securities of like tenor and of any authorized
form and denomination and the authorized newspapers for publication of
notices to holders of bearer
securities;
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any
other terms required to establish a class or series of bearer
securities;
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the
price(s) at which such debt securities class or series will be
issued;
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the
person to whom any interest will be payable on any debt securities, if
other than the person in whose name the debt security is registered at the
close of business on the regular record date for the payment of
interest;
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any
provisions restricting the declaration of dividends or requiring the
maintenance of any asset ratio or maintenance of
reserves;
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the
date or dates on which the principal of and premium, if any, is payable or
the method(s), if any, used to determine those dates; |
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the
rate(s) at which such debt securities will bear interest or the method(s),
if any, used to calculate the
rate(s);
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the
date(s), if any, from which any interest will accrue, or the method(s), if
any, used to determine the dates on which interest will accrue and date(s)
on which interest will be payable;
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any
redemption or early repayment provisions applicable to such debt
securities;
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the
stated maturities of installments of interest, if any, on which any
interest on such debt securities will be payable and the regular record
dates for any interest payable on any debt securities which are registered
securities;
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the
places where and the manner in which the principal of and premium and/or
interest, if any, will be payable and the places where the debt securities
may be presented for transfer;
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our
obligation or right, if any, to redeem, purchase or repay such debt
securities of the class or series pursuant to any sinking fund
amortization or analogous provisions or at the option of a holder of such
debt securities and other related
provisions;
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the
denominations in which any registered securities are to be
issuable;
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the
currency, currencies or currency units, including composite currencies, in
which the purchase price for, the principal of and any premium and
interest, if any, on such debt securities will be
payable;
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the
time period within which, the manner in which and the terms and conditions
upon which the purchaser of any of such debt securities can select the
payment currency;
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if
the amount of payments of principal, premium, if any, and interest, if
any, on such debt securities is to be determined by reference to an index,
formula or other method, or based on a coin or currency or currency unit
other than that in which such debt securities are stated to be payable,
the manner in which these amounts are to be determined and the calculation
agent, if any, with respect
thereto;
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if
other than the principal amount thereof, the portion of the principal
amount of the debt securities of the class or series which will be payable
upon declaration or acceleration of the maturity thereof pursuant to an
event of default;
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if
we agree to pay any additional amounts on any of the debt securities, and
coupons, if any, of the classes or series to any holder in respect of any
tax, assessment or governmental charge withheld or deducted, the
circumstances, procedures and terms under which we will make these
payments;
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any
terms applicable to debt securities of any class or series issued at an
issue price below their stated principal
amount;
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whether
such debt securities are to be issued or delivered (whether at the time of
original issuance or at the time of exchange of a temporary security of
such class or series or otherwise), or any installment of principal or any
premium or interest is to be payable only, upon receipt of certificates or
other documents or satisfaction of other conditions in addition to those
specified in the applicable
indenture;
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any
provisions relating to covenant defeasance and legal
defeasance;
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any
provisions relating to the satisfaction and discharge of the applicable
indenture; |
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any
special applicable U.S. federal income tax
considerations;
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any
provisions relating to the modification of the applicable indenture both
with and without the consent of the holders of the debt securities of the
class or series issued under such indenture;
and
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any
other material terms not inconsistent with the provisions of the
applicable indenture.
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The above
is not intended to be an exclusive list of the terms that may be applicable to
any debt securities and we are not limited in any respect in our ability to
issue debt securities with terms different from or in addition to those
described above or elsewhere in this prospectus, provided that the terms are not
inconsistent with the applicable indenture. Any applicable prospectus
supplement will also describe any special provisions for the payment of
additional amounts with respect to the debt securities. U.S. federal
income tax consequences and special considerations, if any, applicable to any
such class or series will be described in the applicable prospectus
supplement.
Debt
securities may be issued where the amount of principal and/or interest payable
is determined by reference to one or more currency exchange rates, commodity
prices, equity indices or other factors. Holders of such securities
may receive a principal amount or a payment of interest that is greater than or
less than the amount of principal or interest otherwise payable on such dates,
depending upon the value of the applicable currencies, commodities, equity
indices or other factors. Information as to the methods for
determining the amount of principal or interest, if any, payable on any date,
the currencies, commodities, equity indices or other factors to which the amount
payable on such date is linked and certain additional U.S. federal income tax
considerations will be set forth in the applicable prospectus
supplement.
Subject
to the limitations provided in the indenture and in the prospectus supplement,
debt securities that are issued in registered form may be transferred or
exchanged at the corporate office of the trustee or the principal corporate
trust office of the trustee, without the payment of any service charge, other
than any tax or other governmental charge payable in connection
therewith.
Global
Securities
The debt
securities of a class or series may be issued in whole or in part in the form of
one or more global securities that will be deposited with, or on behalf of, a
depositary identified in the prospectus supplement. Global securities
will be issued in registered form and in either temporary or definitive
form. Unless and until it is exchanged in whole or in part for the
individual debt securities, a global security may not be transferred except as a
whole by the depositary for such global security to a nominee of such depositary
or by a nominee of such depositary to such depositary or another nominee of such
depositary or by such depositary or any such nominee to a successor of such
depositary or a nominee of such successor. The specific terms of the
depositary arrangement with respect to any debt securities of a class or series
and the rights of and limitations upon owners of beneficial interests in a
global security will be described in the applicable prospectus
supplement.
DESCRIPTION
OF OUR COMMON STOCK
Under our
Certificate of Incorporation, we have one authorized class of common stock,
entitled “Common Stock”, consisting of 50,000,000 shares. As of May
1, 2009, there were 25,639,039 shares of Common Stock
outstanding. The statements below describing our Common Stock are in
all respects subject to and qualified in their entirety by reference to the
applicable provisions of our Certificate of Incorporation and our
Bylaws.
Dividend
Rights. Holders of shares of the Common Stock are entitled to
receive dividends as declared by the Board of Directors. However, no
dividend will be declared or paid on the shares of Common Stock until the
Company has paid (or declared and set aside funds for payment of) all dividends
that have accrued on all classes of our Preferred Stock.
Voting
Rights. Under our
Certificate of Incorporation and Bylaws:
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each
share of Common Stock is entitled to one vote per
share;
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in
general, approval of matters submitted to a vote, other than the election
of directors, will require the affirmative vote of a greater number of the
shares of Common Stock present in person or by proxy than votes cast
against such matters; and
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in
general, directors are elected by a plurality of the shares of Common
Stock present in person or by
proxy.
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Since
September 2006, our Board has maintained a policy (described in our Governance
Principles) that addresses certain circumstances when a director nominee has not
received a majority of the votes cast with respect to that
director. Briefly, in an uncontested election for directors (one in
which the number of nominees does not exceed the number of directors to be
elected) at a properly called and held meeting of shareholders, any director
nominee who is elected by a plurality vote, but does not receive a majority of
the votes cast for that nominee shall promptly tender his or her resignation
once the shareholder vote has been certified by the company’s tabulation
agent. For further information, see our proxy statement on Schedule
14A filed on February 26, 2009, under the heading “Policy Regarding Director
Elections Where a Majority Vote Is Not Received”.
Board
Size; Classified Board. Our Board of
Directors may be comprised of not less than 3 nor more than 15 members, and is
currently comprised of ten (10) persons. The Board is divided into
three classes of directors, currently comprised of two classes of three
directors and one class of four directors. Directors hold office for
staggered terms of three years each, so that the term of one class expires at
each annual meeting of shareholders.
Liquidation
Rights. In the
event of any liquidation, dissolution or winding up of the company, after
payments to holders of preferred stock of preferential amounts plus any accrued
dividends, the Company’s remaining assets will be divided among holders of
shares of Common Stock.
Preemptive
or Other Subscription Rights. Holders of
shares of Common Stock will not have any preemptive rights to subscribe to any
additional issue or sale of capital stock or to acquire any security convertible
into capital stock.
Conversion,
Redemption, Sinking Fund and Other Rights. No conversion,
redemption or sinking fund provisions will apply to shares of Common Stock, and
shares of Common Stock will not be liable to further call or assessment by the
Company. All issued and outstanding shares of Common Stock will be
fully paid and nonassessable.
Amendments
to Our Certificate of Incorporation. We reserve the right from
time to time to make any amendment to our Certificate of Incorporation that is
authorized by law at present or in the future, including any amendment which
alters the contract rights as expressly stated in our charter, of any shares of
our outstanding stock. Our Certificate of Incorporation may be
amended only by the affirmative vote of holders of shares entitled to cast at
least a majority of all the votes entitled to be cast on the matter; provided,
however, that provisions relating to (a) indemnification of directors and
officers, limitations of personal liability for directors under certain
circumstances, the size of and classification of our Board of Directors, term of
office of directors, removal of directors and filling of director vacancies by
the Board of Directors or by the shareholders, (b) amending, repealing or
rescinding the Bylaws; and (c) amending the Certificate, may be amended only by
the affirmative vote of a majority of the board of directors and the holders of
shares entitled to cast at least two-thirds (66 2/3rds %) of all the votes
entitled to be cast in the election of directors.
Restrictions
on Alienability. There are no
restrictions on the alienability of shares of Common Stock.
Reports
to Stockholders. We furnish our stockholders with annual
reports containing audited financial statements and such other periodic reports
as we may determine to furnish or as may be required by law.
Transfer
Agent. BNY Mellon Shareowner Services of Jersey City, N.J.
acts as transfer agent and registrar for the Company’s Common
Stock.
Certain
Provisions of Connecticut Law, Our Certificate of Incorporation and
Bylaws
Connecticut
law, our Certificate of Incorporation and our Bylaws contain provisions that
could serve to discourage or to make more difficult a change in control of the
Company without the support of our Board of Directors or without meeting various
other conditions.
Advance
Notice of Director Nominations and New Business. Our Bylaws provide that
nominations of persons for election to the Board of Directors may be made at any
annual meeting of the stockholders, or at any special meeting of the
stockholders called for the purpose of electing directors, (a) by or at the
direction of the Board of Directors (or any duly authorized committee thereof),
or (b) by any stockholder (i) who is a stockholder of record on the date of the
giving of the notice provided for in the Bylaws and on the record date for the
determination of stockholders entitled to notice of and to vote at such meeting
and (ii) who complies with the advance notice procedures set forth in the
Bylaws. In addition, to be properly brought before the annual or any
special meeting of the stockholders, any other business for stockholder action
at a meeting must be either (a) specified in the notice of meeting (or any
supplement or amendment thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise properly
brought before the meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof), or (c) solely in the case of the annual
meeting, otherwise properly brought before the meeting by any stockholder (i)
who is a stockholder of record on the date of the giving of the notice provided
for in the Bylaws and on the record date for the determination of stockholders
entitled to notice of and to vote at an annual meeting and (ii) who complies
with the advance notice procedures set forth in the Bylaws.
Rights
of Dissenting Shareholders. Under
Connecticut law, appraisal rights may be triggered by any of the five following
corporate actions: (1) subsidiary mergers and mergers where voting
shares will not remain outstanding after the merger becomes effective; (2) share
exchanges where shares of the holder entitled to appraisal rights are being
acquired by another corporation; (3) a disposition of assets that must be
approved by the shareholders; (4) an amendment of the certificate of
incorporation that reduces the number of shares of a class of stock to a
fraction that then may be repurchased by the corporation; and (5) any other
merger, share exchange, disposition of assets or amendment to the certificate
designated as triggering appraisal rights in the certificate of incorporation or
bylaws of the corporation or by resolution of the board of
directors.
Special
Meetings of Shareholders. Our Bylaws
provide that special meetings of the shareholders may be called at any time only
by the Chief Executive Officer, by majority vote of the Board of Directors or by
one or more shareholders holding in the aggregate at least 35% of the total
number of shares entitled to vote on any issue proposed to be considered at that
meeting upon their delivery to the Company’s secretary of one or more written
demands for the meeting describing the purpose(s) for which it is to be
held.
Cumulative
Voting. Connecticut law
permits shareholders to cumulate their votes and either cast them for one
candidate or distribute them among two or more candidates in the election of
directors only if expressly authorized in a corporation’s certificate of
incorporation. Our Certificate of Incorporation does not authorize cumulative
voting.
Removal
of Directors. Connecticut law
provides that a company’s shareholders may remove one or more directors with or
without cause unless the certificate of incorporation provides that directors
may be removed only for cause. Our Certificate of Incorporation
provides that a director may only be removed for cause by shareholders if the
number of votes cast to remove him or her exceeds the number of votes cast not
to remove him or her and only at a meeting called for the purpose of removing
him or her, the notice of which must state that the purpose, or one of the
purposes, of the meeting is the removal of the director.
Vacancies. Connecticut law
provides that, unless the certificate of incorporation provides otherwise, if a
vacancy occurs on a company’s board of directors, including a vacancy resulting
from an increase in the number of directors, the company’s shareholders may fill
the vacancy, the company’s board of directors may fill the vacancy or, if the
directors remaining in office constitute fewer than a quorum of the board, they
may fill the vacancy by the affirmative vote of a majority of all the directors
remaining in office.
Our
Certificate of Incorporation provides that any vacancy in the board of directors
by reason of death, resignation or other cause may be filled for the unexpired
portion of the term by a concurring vote of a majority of the remaining
directors in office, or by action of the sole remaining director in office,
though the number of directors at the meeting to fill such vacancy are less than
a quorum and though such majority is less than a quorum.
Extraordinary
Corporate Transactions. Connecticut law
provides that, in general, the holders of the shares entitled to vote thereon
must approve any fundamental corporate transactions such as mergers, share
exchanges or sales of all or substantially all of a corporation’s assets and
dissolutions.
Connecticut
Takeover Legislation. Section 33-841
of the Connecticut Business Corporation Act (“CBCA”), in general, prohibits a
business combination between a corporation and an interested shareholder, unless
such business combination is first approved by the corporation’s board of
directors and then approved by the affirmative vote of at least: (a) the holders
of 80% of the voting power of the outstanding shares of the voting stock of the
corporation; and (b) the holders of 2/3 of the voting power of the outstanding
shares of voting stock of the corporation other than voting stock held by the
interested shareholder who is, or whose affiliate or associate is, a party to
the business combination or held by an affiliate or associate of the interested
shareholder.
The
restrictions of Section 33-841 of the CBCA do not apply to corporations that
have elected, in the manner provided therein, not to be subject to Section
33-841 of the CBCA, that are investment companies registered under the
Investment Company Act of 1940, or, that are not required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). None of these exceptions apply to the
Company. Therefore, the Company is subject to Section 33-841 of the
CBCA.
Section
33-844 of the CBCA prohibits a business combination between a corporation and an
interested shareholder for a period of five years following such interested
shareholder’s stock acquisition date unless such business combination or the
interested shareholder’s purchase of the corporation’s stock is first approved
by the corporation’s board of directors. This must include the
approval of a majority of the nonemployee directors, of which there must be at
least two. An interested shareholder is defined generally as the
beneficial owner of ten percent or more of the voting power of the outstanding
voting stock of a corporation. The Company is subject to Section
33-844 of the CBCA.
The
Connecticut Tender Offer Act prohibits tender offers involving target companies
in Connecticut unless the tender offer in question is effective under the
Connecticut Tender Offer Act or exempted by the Connecticut commissioner of
banking or his or her designee. In order for such a tender offer to become
effective, the offeror must comply with certain filing and substantive
requirements set forth in the Connecticut Tender Offer Act.
DESCRIPTION
OF OUR PREFERRED STOCK
The
following description of our Preferred Stock, which may be offered pursuant to a
prospectus supplement, sets forth certain general terms and provisions of the
Preferred Stock to which any prospectus supplement may relate. The
particular terms of the Preferred Stock being offered and the extent to which
such general provisions may or may not apply will be described in a prospectus
supplement relating to such Preferred Stock. The statements below
describing the Preferred Stock are in all respects subject to and qualified in
their entirety by reference to the applicable provisions of our Certificate of
Incorporation and our Bylaws.
Pursuant
to our Certificate of Incorporation, our Board of Directors may authorize the
issuance of up to 200,000 shares of our Preferred Stock, par value $1.00 per
share, in one or more classes or series and may classify any unissued shares of
Preferred Stock and reclassify any previously classified but unissued shares of
Preferred Stock of any class or series.
Subject
to limitations prescribed by Connecticut law and our Certificate of
Incorporation, our Board of Directors is authorized to fix the number of shares
constituting each class or series of Preferred Stock and to set or fix the
terms, preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and terms or
conditions of redemption of each such class or series. The Preferred Stock will,
when issued, be fully paid and nonassessable and will have no preemptive
rights.
Under our
Certificate of Incorporation, holders of our Preferred Stock may become entitled
to vote in the election of directors, with each share being entitled to one vote
thereon, subject to a limitation on the number of directors prescribed by a
formula set forth in the Certificate of Incorporation, but in any event only
when there has been an arrearage in payment of dividends with respect to any
series of Preferred Stock equal to six (6) quarterly dividends on such series,
where such entitlement to vote shall cease upon the payment in full of any such
arrearage(s). Other than as described in the paragraph above, holders
of any class or series of our Preferred Stock will not have any voting
rights.
The
register and transfer agent for any Preferred Stock will be set forth in the
applicable prospectus supplement.
Reference
is made to any prospectus supplement we will prepare and use in the future
relating to the offer and sale of shares of Preferred Stock offered thereby for
the specific terms of such shares, including:
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the
title and stated value of such Preferred
Stock;
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the
number of such preferred shares being offered, the liquidation preference
per share and the offering price of such Preferred
Stock;
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the
distribution rate(s), period(s) and/or payment date(s) or method(s) of
calculation thereof applicable to such Preferred
Stock;
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the
date from which distributions on such preferred shares shall accumulate,
if applicable;
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the
procedures for any auction and remarketing, if any, for such Preferred
Stock;
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the
provision for a sinking fund, if any, for such Preferred
Stock;
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the
provisions for redemption, if applicable, of such Preferred
Stock;
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any
listing of such preferred shares on any securities
exchange;
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the
terms and conditions, if applicable, upon which such Preferred Stock will
be convertible into shares of our Common Stock, including the conversion
price (or manner of calculation
thereof);
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a
discussion of U.S. federal income tax considerations applicable to our
Preferred Stock;
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the
relative ranking and preferences of such Preferred Stock as to
distribution rights (including whether any liquidation preference as to
the preferred shares will be treated as a liability for purposes of
determining the availability of assets of ours for distributions to
holders of Common Stock or Preferred Stock remaining junior to the
Preferred Stock as to distribution rights) and rights upon liquidation,
dissolution or winding up of our affairs;
and
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any
limitations on issuance of any class or series of Preferred Stock ranking
senior to or pari
passu with such class or series of preferred shares as to
distribution rights and rights upon liquidation, dissolution or winding up
of our affairs.
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DESCRIPTION
OF WARRANTS
We may
issue warrants to purchase any of our debt or equity securities. We may issue
warrants independently or together with any offered securities. The
warrants may be attached to or separate from those offered
securities. We will issue the warrants under warrant agreements to be
entered into between us and a bank or trust company to be named in the
applicable prospectus supplement, as warrant agent, all as described in the
applicable prospectus supplement. The warrant agent will act solely
as our agent in connection with the warrants and will not assume any obligation
or relationship of agency or trust for or with any holders or beneficial owners
of warrants.
The
prospectus supplement relating to any warrants that we may offer will contain
the specific terms of the warrants. These terms may include the
following:
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the
title of the warrants;
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the
designation, amount and terms of the securities for which the warrants are
exercisable;
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the
designation and terms of the other securities, if any, with which the
warrants are to be issued and the number of warrants issued with each
other security;
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the
price or prices at which the warrants will be
issued;
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the
aggregate number of warrants;
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any
provisions for adjustment of the number or amount of securities receivable
upon exercise of the warrants or the exercise price of the
warrants;
|
|
·
|
the
price or prices at which the securities purchasable upon exercise of the
warrants may be purchased;
|
|
·
|
if
applicable, the date on and after which the warrants and the securities
purchasable upon exercise of the warrants will be separately
transferable;
|
|
·
|
the
minimum or maximum number of warrants that may be exercised at any time;
and
|
|
·
|
information
with respect to book-entry procedures, if
any.
|
Exercise
of Warrants
Each
warrant will entitle the holder of warrants to purchase for cash the amount of
debt or equity securities, at the exercise price stated or determinable in the
prospectus supplement for the warrants. Warrants may be exercised at
any time up to the close of business on the expiration date shown in the
applicable prospectus supplement, unless otherwise specified in such prospectus
supplement. After the close of business on the expiration date, unexercised
warrants will become void. Warrants may be exercised as described in
the applicable prospectus supplement. When the warrant holder makes
the payment and properly completes and signs the warrant certificate at the
corporate trust office of the warrant agent or any other office indicated in the
prospectus supplement, we will, as soon as possible, forward the debt or equity
securities that the warrant holder has purchased. If the warrant holder
exercises the warrant for less than all of the warrants represented by the
warrant certificate, we will issue a new warrant certificate for the remaining
warrants.
MATERIAL
FEDERAL INCOME TAX CONSEQUENCES
Information
regarding material U.S. federal income tax consequences to persons investing in
the securities offered by this prospectus will be set forth in an applicable
prospectus supplement. Prospective purchasers of our securities are
urged to consult their own tax advisers prior to any acquisition of
securities.
PLAN
OF DISTRIBUTION
We may
sell the securities offered by this prospectus from time to time in one or more
transactions, including without limitation;
|
·
|
directly
to purchasers;
|
|
·
|
to
or through underwriters or dealers;
|
|
·
|
through
a combination of any of these
methods.
|
A
distribution of the securities offered by this prospectus may also be effected
through the issuance of derivative securities, including without limitation,
warrants, subscriptions, exchangeable securities, forward delivery contracts and
the writing of options.
In
addition, the manner in which we may sell some or all of the securities covered
by this prospectus includes, without limitation, through:
|
·
|
a
block trade in which a broker-dealer will attempt to sell as agent, but
may position or resell a portion of the block, as principal, in order to
facilitate the transaction;
|
|
·
|
purchases
by a broker-dealer, as principal, and resale by the broker-dealer for its
account;
|
|
·
|
ordinary
brokerage transactions and transactions in which a broker solicits
purchasers; or
|
|
·
|
privately
negotiated transactions.
|
We may
also enter into hedging transactions. For example, we may:
|
·
|
enter
into transactions with a broker-dealer or affiliate thereof in connection
with which such broker-dealer or affiliate will engage in short sales of
the Common Stock pursuant to this prospectus, in which case such
broker-dealer or affiliate may use shares of Common Stock received from us
to close out its short positions;
|
|
·
|
sell
securities short and redeliver such shares to close out our short
positions;
|
|
·
|
enter
into option or other types of transactions that require us to deliver
Common Stock to a broker-dealer or an affiliate thereof, who will then
resell or transfer the Common Stock under this prospectus;
or
|
|
·
|
loan
or pledge the Common Stock to a broker-dealer or an affiliate thereof, who
may sell the loaned shares or, in an event of default in the case of a
pledge, sell the pledged shares pursuant to this
prospectus.
|
In
addition, we may enter into derivative or hedging transactions with third
parties, or sell securities not covered by this prospectus to third parties in
privately negotiated transactions. In connection with such a
transaction, the third parties may sell securities covered by and pursuant to
this prospectus and an applicable prospectus supplement or pricing supplement,
as the case may be. If so, the third party may use securities
borrowed from us or others to settle such sales and may use securities received
from us to close out any related short positions. We may also loan or
pledge securities covered by this prospectus and an applicable prospectus
supplement to third parties, who may sell the loaned securities or, in an event
of default in the case of a pledge, sell the pledged securities pursuant to this
prospectus and the applicable prospectus supplement or pricing supplement, as
the case may be.
A
prospectus supplement with respect to each series of securities will state the
terms of the offering of the securities, including:
|
·
|
the
name or names of any underwriters or agents and the amounts of securities
underwritten or purchased by each of them, if
any;
|
|
·
|
the
public offering price or purchase price of the securities and the net
proceeds to be received by us from the
sale;
|
|
·
|
any
delayed delivery arrangements;
|
|
·
|
any
underwriting discounts or agency fees and other items constituting
underwriters’ or agents’
compensation;
|
|
·
|
any
discounts or concessions allowed or reallowed or paid to dealers;
and
|
|
·
|
any
securities exchange on which the securities may be
listed.
|
The offer
and sale of the securities described in this prospectus by us, the underwriters
or the third parties described above may be effected from time to time in one or
more transactions, including privately negotiated transactions,
either:
|
·
|
at
a fixed price or prices, which may be
changed;
|
|
·
|
at
market prices prevailing at the time of
sale;
|
|
·
|
at
prices related to the prevailing market prices;
or
|
General
Any
public offering price and any discounts, commissions, concessions or other items
constituting compensation allowed or reallowed or paid to underwriters, dealers,
agents or remarketing firms may be changed from time to
time. Underwriters, dealers, agents and remarketing firms that
participate in the distribution of the offered securities may be “underwriters”
as defined in the Securities Act of 1933, as amended (the “Securities
Act”). Any discounts or commissions they receive from us and any
profits they receive on the resale of the offered securities may be treated as
underwriting discounts and commissions under the Securities Act. We will
identify any underwriters, agents or dealers and describe their commissions,
fees or discounts in the applicable prospectus supplement or pricing supplement,
as the case may be.
Underwriters
and Agents
If
underwriters are used in a sale, they will acquire the offered securities for
their own account. The underwriters may resell the offered securities in one or
more transactions, including negotiated transactions. These sales may
be made at a fixed public offering price or prices, which may be changed, at
market prices prevailing at the time of the sale, at prices related to such
prevailing market price or at negotiated prices. We may offer the
securities to the public through an underwriting syndicate or through a single
underwriter. The underwriters in any particular offering will be
mentioned in the applicable prospectus supplement or pricing supplement, as the
case may be.
Unless
otherwise specified in connection with any particular offering of securities,
the obligations of the underwriters to purchase the offered securities will be
subject to certain conditions contained in an underwriting agreement that we
will enter into with the underwriters at the time of the sale to
them. The underwriters will be obligated to purchase all of the
securities of the series offered if any of the securities are purchased, unless
otherwise specified in connection with any particular offering of
securities. Any initial offering price and any discounts or
concessions allowed, reallowed or paid to dealers may be changed from time to
time.
We may
designate agents to sell the offered securities. Unless otherwise
specified in connection with any particular offering of securities, the agents
will agree to use their best efforts to solicit purchases for the period of
their appointment. We may also sell the offered securities to one or
more remarketing firms, acting as principals for their own accounts or as agents
for us. These firms will remarket the offered securities upon
purchasing them in accordance with a redemption or repayment pursuant to the
terms of the offered securities. A prospectus supplement or pricing
supplement, as the case may be will identify any remarketing firm and will
describe the terms of its agreement, if any, with us and its
compensation.
In
connection with offerings made through underwriters or agents, we may enter into
agreements with such underwriters or agents pursuant to which we receive our
outstanding securities in consideration for the securities being offered to the
public for cash. In connection with these arrangements, the
underwriters or agents may also sell securities covered by this prospectus to
hedge their positions in these outstanding securities, including in short sale
transactions. If so, the underwriters or agents may use the
securities received from us under these arrangements to close out any related
open borrowings of securities.
Dealers
We may
sell the offered securities to dealers as principals. We may
negotiate and pay dealers’ commissions, discounts or concessions for their
services. The dealer may then resell such securities to the public
either at varying prices to be determined by the dealer or at a fixed offering
price agreed to with us at the time of resale. Dealers engaged by us
may allow other dealers to participate in resales.
Direct
Sales
We may
choose to sell the offered securities directly. In this case, no
underwriters or agents would be involved.
Institutional
Purchasers
We may
authorize agents, dealers or underwriters to solicit certain institutional
investors to purchase offered securities on a delayed delivery basis pursuant to
delayed delivery contracts providing for payment and delivery on a specified
future date. The applicable prospectus supplement or pricing
supplement, as the case may be will provide the details of any such arrangement,
including the offering price and commissions payable on the
solicitations.
We will
enter into such delayed contracts only with institutional purchasers that we
approve. These institutions may include commercial and savings banks,
insurance companies, pension funds, investment companies and educational and
charitable institutions.
Indemnification;
Other Relationships
We may
have agreements with agents, underwriters, dealers and remarketing firms to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act. Agents, underwriters, dealers and remarketing
firms, and their affiliates, may engage in transactions with, or perform
services for, us in the ordinary course of business. This includes commercial
banking and investment banking transactions.
Market-Making,
Stabilization and Other Transactions
There is
currently no market for any of the offered securities, other than the Common
Stock which is listed on the Nasdaq Global Select Market under the symbol
“KAMN”. If the offered securities are traded after their initial
issuance, they may trade at a discount from their initial offering price,
depending upon prevailing interest rates, the market for similar securities and
other factors. While it is possible that an underwriter could inform
us that it intends to make a market in the offered securities, such underwriter
would not be obligated to do so, and any such market-making could be
discontinued at any time without notice. Therefore, no assurance can
be given as to whether an active trading market will develop for the offered
securities. We have no current plans for listing of the debt
securities, Preferred Stock or warrants on any securities exchange or on the
National Association of Securities Dealers, Inc. automated quotation system; any
such listing with respect to any particular debt securities, Preferred Stock or
warrants will be described in the applicable prospectus supplement or pricing
supplement, as the case may be.
In
connection with any offering of Common Stock, the underwriters may purchase and
sell shares of Common Stock in the open market. These transactions may include
short sales, syndicate covering transactions and stabilizing
transactions. Short sales involve syndicate sales of Common Stock in
excess of the number of shares to be purchased by the underwriters in the
offering, which creates a syndicate short position. “Covered” short
sales are sales of shares made in an amount up to the number of shares
represented by the underwriters’ over-allotment option. In determining the
source of shares to close out the covered syndicate short position, the
underwriters will consider, among other things, the price of shares available
for purchase in the open market as compared to the price at which they may
purchase shares through the over-allotment option. Transactions to
close out the covered syndicate short involve either purchases of the Common
Stock in the open market after the distribution has been completed or the
exercise of the over-allotment option. The underwriters may also make
“naked” short sales of shares in excess of the over-allotment
option. The underwriters must close out any naked short position by
purchasing shares of Common Stock in the open market. A naked short
position is more likely to be created if the underwriters are concerned that
there may be downward pressure on the price of the shares in the open market
after pricing that could adversely affect investors who purchase in the
offering. Stabilizing transactions consist of bids for or purchases
of shares in the open market while the offering is in progress for the purpose
of pegging, fixing or maintaining the price of the securities.
In
connection with any offering, the underwriters may also engage in penalty bids.
Penalty bids permit the underwriters to reclaim a selling concession from a
syndicate member when the securities originally sold by the syndicate member are
purchased in a syndicate covering transaction to cover syndicate short
positions. Stabilizing transactions, syndicate covering transactions
and penalty bids may cause the price of the securities to be higher than it
would be in the absence of the transactions. The underwriters may, if
they commence these transactions, discontinue them at any time.
Fees
and Commissions
In
compliance with the guidelines of the Financial Industry Regulatory Authority
(the “FINRA”), the aggregate maximum discount, commission or agency fees or
other items constituting underwriting compensation to be received by any FINRA
member or independent broker-dealer will not exceed 8% of any offering pursuant
to this prospectus and any applicable prospectus supplement or pricing
supplement, as the case may be; however, it is anticipated that the maximum
commission or discount to be received in any particular offering of securities
will be significantly less than this amount.
If more
than 10% of the net proceeds of any offering of securities made under this
prospectus will be received by FINRA members participating in the offering or
affiliates or associated persons of such FINRA members, the offering will be
conducted in accordance with FINRA Conduct Rule 5110(h).
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the
securities that may be issued in offerings made pursuant to this prospectus will
be passed upon for us by Murtha Cullina LLP, Hartford,
Connecticut. If legal matters in connection with offerings made
pursuant to this prospectus are passed upon by counsel for the underwriters,
dealers or agents, if any, such counsel will be named in the prospectus
supplement relating to such offering.
EXPERTS
The
consolidated financial statements and schedule of Kaman Corporation and its
subsidiaries as of December 31, 2008 and 2007, and for each of the years in the
three-year period ended December 31, 2008, and management’s assessment of the
effectiveness of internal control over financial reporting as of December 31,
2008 have been incorporated by reference herein and in the registration
statement in reliance upon the reports of KPMG LLP, independent registered
public accounting firm, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
PART
II.
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
14. OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION.
The
following table sets forth the costs and expenses in connection with the sale
and distribution of the securities being registered. All of the amounts shown
are estimates except the Securities and Exchange Commission registration
fee.
|
Registration
Fee Under the Securities Act of 1933
|
|
$ |
11,160 |
|
|
*Legal
Fees and Expenses
|
|
$ |
30,000 |
|
|
*Accounting
Fees and Expenses
|
|
$ |
7,500 |
|
|
*Printing
Expenses
|
|
$ |
10,000 |
|
|
Stock
Exchange Listing Fees
|
|
$ |
** |
|
|
Transfer
Agent Fees and Expenses
|
|
$ |
|
|
|
Trustee
Fees and Expenses
|
|
$ |
** |
|
|
*Miscellaneous
Expenses
|
|
$ |
10,000 |
|
|
Total
|
|
$ |
68,660 |
|
|
*
|
Does
not include expenses of preparing prospectus supplements and other
expenses relating to offerings of particular
securities.
|
|
**
|
Not
currently determinable, such fees will not be determinable until such time
as the Company approves the issuance of securities and determines the
amount and type of securities to be
issued.
|
ITEM
15. INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
Section 33-771(a) of the Connecticut
Business Corporation Act (“CBCA”) provides that the Company may, subject to the
determination and authorization requirements of Section 33-775, indemnify an
individual who is a party to a proceeding because he or she is a director of the
Company against liability incurred in the proceeding if such individual acted in
good faith and reasonably believed, in the case of conduct in his or her
official capacity, that his or her conduct was in the best interests of the
Company, and, in all other cases, that his or her conduct was at least not
opposed to the best interests of the Company. For indemnification in
the case of any criminal proceeding, a director must have had no reasonable
cause to believe his or her conduct was unlawful. Section 33-776 of
the CBCA provides that the Company may, subject to the determination and
authorization requirements of Section 33-775, indemnify an individual who is a
party to a proceeding because he or she is an officer of the Company to the same
extent as if the individual was a director of the Company under Section
33-771.
The termination of a proceeding by
judgment, order, settlement or conviction or upon a plea of nolo contendere or
its equivalent is not, of itself, determinative that a director did not meet the
relevant standard of conduct described in Section 33-771 of the
CBCA. Section 771(d) of the CBCA provides that, unless ordered by a
court, the Company may not indemnify a director under Section 33-771 of the CBCA
in connection with a proceeding by or in the right of the Company, except for
reasonable expenses incurred in connection with the proceeding if it is
determined that the director has met the relevant standard of conduct under
Section 33-771 of the CBCA, or in connection with any proceeding with respect to
conduct for which the director was found liable on the basis that he or she
received a financial benefit to which he or she was not entitled, whether or not
involving action in his or her official capacity.
Section 33-772 of the CBCA requires the
Company to indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which such director was a party
because he or she was a director of the Company against reasonable expenses
incurred in connection with the proceeding.
Section 33-773 of the CBCA provides
that the Company may advance funds to pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding because he or she
is a director. The director is required to deliver a written
undertaking to repay any funds advanced if such director is not entitled to
mandatory indemnification under Section 33-772 and it is ultimately determined
that he or she has not met the relevant standard of conduct.
Section 33-775 of the CBCA provides
that the Company shall not indemnify a director under Section 33-771 unless
authorized for a specific proceeding after a determination has been made that
indemnification of the director is permissible because he or she has met the
relevant standard of conduct set forth in Section 33-711. For
directors, the determination and authorization required by Section 33-775 may be
made by, if there are two or more disinterested directors, a majority vote of
all the disinterested directors or by a majority vote of the members of a
committee of two or more disinterested directors, by special legal counsel, or
by the shareholders. For officers, the determination and
authorization required by Section 33-775 may be also be made by the general
counsel of the Company or such other or additional officer or officers as the
board of directors may specify.
Subparagraphs B and C of Article
Seventh of the Amended and Restated Certificate of Incorporation of the Company
provide that:
B. Indemnification
of Directors and Officers
Each
director and officer of the corporation shall be indemnified by the corporation
against Liabilities, as defined in Section 33-770 of the CBCA, incurred by him
or her in connection with any Proceeding, as defined in Section 33-770 of the
CBCA, to which he or she may be made a party by reason of being or having been a
director or officer of the corporation to the fullest extent permitted by the
CBCA. The foregoing right of indemnification shall not be exclusive
of other rights to which he or she may be entitled.
C. Limitation
of Personal Liability.
The
personal liability of a director to the corporation or its shareholders for
monetary damages for breach of duty as a director shall be limited to an amount
equal to the amount of compensation received by the director for serving the
corporation during the calendar year in which the violation occurred (and if the
director received no such compensation from the corporation during the calendar
year of the violation, such director shall have no liability to the corporation
or its shareholders for breach of duty) if such breach did not:
(1) involve
a knowing and culpable violation of law by the director;
|
|
(2)
|
enable
the director or an associate, as defined in Section 33-840 of the CBCA, to
receive an improper personal economic
gain;
|
|
|
(3)
|
show
a lack of good faith and a conscious disregard for the duty of the
director to the corporation under circumstances in which the director was
aware that his or her conduct or omission created an unjustifiable risk of
serious injury to the corporation;
|
|
|
(4)
|
constitute
a sustained and unexcused pattern of inattention that amounted to an
abdication of the director’s duty to the corporation;
or
|
(5) create
liability under Section 33-757 of the CBCA.
Any
repeal or modification of this Paragraph C shall not adversely affect any right
or protection of a director of the corporation existing at the time of such
repeal or modification.
Nothing
contained in this Paragraph C shall be construed to deny to the directors of the
corporation any of the benefits provided by subsection (d) of Section 33-756 of
the CBCA.
Section 33-777 of the CBCA authorizes
the Company to purchase and maintain insurance on behalf of the Company's
directors and officers. The Company maintains such directors and
officers liability insurance.
ITEM
16. EXHIBITS.
|
Exhibit
Number
|
|
Description
|
|
1.1
|
|
Form
of Underwriting Agreement for common stock, preferred stock, warrants or
debt securities, to be filed as an exhibit to a current report of the
Company on Form 8-K and incorporated by reference
herein.
|
|
4.1
|
|
Amended
and Restated Certificate of Incorporation of the Company
(1)
|
|
4.2
|
|
Amended
and Restated Bylaws of the Company (2)
|
|
4.3
|
|
Form
of Common Stock Certificate (3)
|
|
4.4
|
|
Form
of Senior Debt Indenture*
|
|
4.5
|
|
Form
of Subordinated Debt Indenture*
|
|
4.6
|
|
Form
of Preferred Stock Certificate, to be filed as an exhibit to a current
report of the Company on Form 8-K and incorporated by reference
herein.
|
|
4.7
|
|
Form
of Warrant Agreement, to be filed as an exhibit to a current report of the
Company on Form 8-K and incorporated by reference
herein.
|
|
4.8
|
|
Form
of Warrant Certificate, to be filed as an exhibit to a current report of
the Company on Form 8-K and incorporated by reference
herein.
|
|
5.1
|
|
Legal
Opinion of Murtha Cullina LLP*
|
|
23.1
|
|
Consent
of KPMG LLP*
|
|
23.2
|
|
Consent
of Murtha Cullina LLP (included in the Legal Opinion filed as Exhibit 5.1
hereto)*
|
|
24
|
|
Power
of Attorney*
|
|
(1)
|
Incorporated
by reference from our Current Report on Form 8-K, filed with the SEC on
November 4, 2005.
|
|
(2)
|
Incorporated
by reference from our Current Report on Form 8-K, filed with the SEC on
February 28, 2008.
|
|
(3)
|
Incorporated
by reference from our Corporation’s Registration Statement on Form 8-A for
the Common Stock, filed with the SEC on January 27,
2006.
|
ITEM
17. UNDERTAKINGS.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933 (the “Securities Act”);
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however, that
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the
registration statement is on Form S-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That,
for the purpose of determining any liability under the 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.
(3) 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.
(4) That,
for purposes of determining liability under the Securities Act to any
purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the
purpose of providing the information required by section 10(a) of the Securities
Act shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date; and
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) the
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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) The
undersigned registrant hereby further undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules
and regulations prescribed by the Commission under Section 305(b)(2) of the
Act.
(d) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, 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 of 1933 and will be governed by the
final adjudication of such issue.
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Bloomfield, State of Connecticut on June 26, 2009.
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KAMAN
CORPORATION
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|
|
By:
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/s/
Neal J. Keating
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|
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Name:
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Neal
J. Keating
|
|
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Title:
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Chairman,
President and
|
|
|
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Chief
Executive Officer
|
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.
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Signature
|
|
Title:
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Date:
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/s/ Neal
J. Keating
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|
|
|
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Neal
J. Keating
|
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Chairman,
President
and
Chief Executive Officer
(Principal
Executive Officer)
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June
26, 2009
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/s/ William
C. Denninger
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William
C. Denninger
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Senior
Vice President
and
Chief Financial Officer
(Principal
Financial Officer)
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June
26, 2009
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/s/ John
J. Tedone
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John
J. Tedone
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Vice
President – Finance and
Chief
Accounting Officer
(Principal
Accounting Officer)
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June
26, 2009
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|
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|
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/s/ Neal
J. Keating
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Neal
J. Keating, as
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June
26, 2009
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Attorney-in-Fact
for:
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Brian
E. Barents
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Director
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E.
Reeves Callaway III
|
|
Director
|
|
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Karen
M. Garrison
|
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Director
|
|
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A.
William Higgins
|
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Director
|
|
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Edwin
A. Huston
|
|
Director
|
|
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Eileen
S. Kraus
|
|
Director
|
|
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George
E. Minnich
|
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Director
|
|
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Thomas
W. Rabaut
|
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Director
|
|
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Richard
J. Swift
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Director
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EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
1.1
|
|
Form
of Underwriting Agreement for common stock, preferred stock, warrants or
debt securities, to be filed as an exhibit to a current report of the
Company on Form 8-K and incorporated by reference
herein.
|
|
4.1
|
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Amended
and Restated Certificate of Incorporation of the Company
(1)
|
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4.2
|
|
Amended
and Restated Bylaws of the Company (2)
|
|
4.3
|
|
Form
of Common Stock Certificate (3)
|
|
4.4
|
|
Form
of Senior Debt Indenture*
|
|
4.5
|
|
Form
of Subordinated Debt Indenture*
|
|
4.6
|
|
Form
of Preferred Stock Certificate, to be filed as an exhibit to a current
report of the Company on Form 8-K and incorporated by reference
herein.
|
|
4.7
|
|
Form
of Warrant Agreement, to be filed as an exhibit to a current report of the
Company on Form 8-K and incorporated by reference
herein.
|
|
4.8
|
|
Form
of Warrant Certificate, to be filed as an exhibit to a current report of
the Company on Form 8-K and incorporated by reference
herein.
|
|
5.1
|
|
Legal
Opinion of Murtha Cullina LLP*
|
|
23.1
|
|
Consent
of KPMG LLP*
|
|
23.2
|
|
Consent
of Murtha Cullina LLP (included in the Legal Opinion filed as Exhibit 5.1
hereto)*
|
|
24
|
|
Power
of Attorney*
|
|
(1)
|
Incorporated
by reference from our Current Report on Form 8-K, filed with the SEC on
November 4, 2005.
|
|
(2)
|
Incorporated
by reference from our Current Report on Form 8-K, filed with the SEC on
February 28, 2008.
|
|
(3)
|
Incorporated
by reference from our Corporation’s Registration Statement on Form 8-A for
the Common Stock, filed with the SEC on January 27,
2006.
|