View:
As filed with the Securities and Exchange Commission
on December 20, 1996
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________________
KENNAMETAL INC.
Pennsylvania 25-0900168
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
Route 981 at Westmoreland County Airport
P.O. Box 231
Latrobe, Pennsylvania 15650
(Address of principal executive offices)
___________________________________________
KENNAMETAL INC.
STOCK OPTION AND INCENTIVE PLAN OF 1992
(Full title of the plan)
___________________________________________
David T. Cofer, Vice President, Secretary
and General Counsel
Kennametal Inc.
Route 981 at Westmoreland County Airport
P.O. Box 231
Latrobe, Pennsylvania 15650
(Name and address of agent for service)
412-539-5206
(Telephone number of agent for service)
Copies of communications to:
Ronald Basso, Esquire
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
412-562-3943
___________________________________________
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to Be Proposed Proposed Amount of
To Be Registered Registered Maximum Maximum Registration
Offering Aggregate Fee(1)
Price Per Offering
Share(1) Price(1)
Capital Stock (par value 150,000 $35.4375 $5,315,625 $1,611
$1.25 per share)
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h). Such price, which is the average of the high
and low prices for the Common Stock on the New York Stock Exchange, as
reported in The Wall Street Journal, Midwest Edition, on December 17,
1996, has been determined in accordance with Rule 457(c).
INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
Kennametal Inc. (the "Corporation"), hereby incorporates by reference
into this Registration Statement the information contained in the
Corporation's earlier Registration Statement, File No. 33-55768, relating to
the Corporation's Stock Option and Incentive Plan of 1992, excluding Item 5
thereof.
Item 5. Interests of Named Experts and Counsel
Buchanan Ingersoll Professional Corporation ("BIPC"), counsel for the
Corporation, is issuing an opinion to the Corporation in connection with this
Registration Statement regarding the legality of the securities being
registered. Mr. William R. Newlin, the Managing Director and a shareholder of
BIPC, is the Chairman of the Board of the Corporation. As of December 1,
1996, BIPC, and all attorneys of BIPC who may be deemed to be substantively
involved in this Registration Statement, beneficially owned 17,711 shares of
the Capital Stock of the Corporation.
SIGNATURES
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Unity Township, Westmoreland County,
Commonwealth of Pennsylvania, on the 20th day of December, 1996.
KENNAMETAL INC.
By: /s/ DAVID T. COFER
-----------------------
Authorized Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 20, 1996.
Signature Capacity
--------- --------
/s/ ROBERT L. MCGEEHAN Director, President
- ------------------------------- and Chief Executive Officer
Robert L. McGeehan
/s/ RICHARD J. ORWIG Vice President
- ------------------------------- and Chief Administrative and Financial
Richard J. Orwig Officer
/s/ PETER B. BARTLETT Director
- -------------------------------
Peter B. Bartlett
/s/ WARREN H. HOLLINSHEAD Director
- -------------------------------
Warren H. Hollinshead
/s/ RICHARD C. ALBERDING Director
- -------------------------------
Richard C. Alberding
/s/ QUENTIN C. MCKENNA Director
- -------------------------------
Quentin C. McKenna
/s/ WILLIAM R. NEWLIN Director
- -------------------------------
William R. Newlin
/s/ LARRY YOST Director
- -------------------------------
Larry Yost
/s/ A. PETER HELD Director
- -------------------------------
A. Peter Held
/s/ ALOYSIUS T. MCLAUGHLIN, JR. Director
- -------------------------------
Aloysius T. McLaughlin, Jr.
/s/ JAMES R. BREISINGER Controller
- -------------------------------
James R. Breisinger
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5.01 Opinion of Buchanan Ingersoll Professional Corporation
23.01 Consent of Independent Public Accountants
23.02 Consent of Buchanan Ingersoll Professional Corporation (contained in
opinion filed as Exhibit 5.01)
EXHIBIT NO. 5.01
December 20, 1996
Board of Directors
Kennametal Inc.
Route 981 at Westmoreland County Airport
P.O. Box 231
Latrobe, PA 15650
Gentlemen:
We have acted as counsel to Kennametal Inc., a Pennsylvania corporation
(the "Corporation"), in connection with the proposed issuance by the
Corporation of up to 150,000 shares of the Corporation's capital stock, par
value $1.25 per share (the "Capital Stock"), pursuant to the terms of the
Kennametal Inc. Stock Option and Incentive Plan of 1992 (the "Plan").
In connection with such proposed issuance, we have examined the Plan,
the Certificate of Incorporation of the Corporation, as amended and restated,
the By-laws of the Corporation, as amended and restated, the relevant
corporate proceedings of the Corporation, the Registration Statement on
Form S-8 covering the issuance of the shares, and such other documents,
records, certificates of public officials, statutes and decisions as we
consider necessary to express the opinions contained herein. In the
examination of such documents, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to those original documents of all documents submitted to
us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that when the Registration
Statement shall have been declared effective by order of the Securities and
Exchange Commission and when the Capital Stock has been duly issued and
delivered pursuant to the terms of the Plan, such shares of Capital Stock will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ RONALD BASSO
----------------------
Ronald Basso
EXHIBIT NO. 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
July 22, 1996, included (or incorporated by reference) in Kennametal Inc.'s
Form 10-K for the year ended June 30, 1996, and all references to our firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
- ------------------------
Arthur Andersen LLP
Pittsburgh, Pennsylvania
December 19, 1996