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 1996
(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
Price Per Offering
Share Price
Capital Stock 1,443,000 $35.4375(1) $51,136,312.50(1) $15,496(1)
(par value $1.25 57,000 $34.0625(2) $1,941,562.50(2) $588(2)
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).
(2) In accordance with Rule 457(h) such price is the price at which the
options with respect to such shares may be exercised.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the Kennametal Inc. Stock
Option and Incentive Plan of 1996 (the "Plan"). Kennametal Inc. (the
"Corporation" or the "Registrant") is incorporated in the Commonwealth of
Pennsylvania.
Item 3. Incorporation of Documents by Reference
The Corporation hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c) below. The
Corporation also incorporates by reference, from the date of filing of such
documents, all documents subsequently filed by it pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Securities
Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold:
(a) The latest annual report of the Corporation filed pursuant to
Section 13(a) or 15(d) under the Securities Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above; and
(c) The description of the Capital Stock of the Corporation
contained in the Corporation's registration statement filed under Section 12
of the Securities Exchange Act, including any amendment or report filed for
the purpose of updating such description.
Item 4. Description of Securities
Not Applicable.
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.
Item 6. Indemnification of Directors and Officers
Pennsylvania statutory law regarding directors and officers insurance
and indemnification is embodied in Subchapter D (Sections 1741 through 1750)
of the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL").
Section 1741 (relating to third party actions) and 1742 (relating to
derivative actions) of the BCL provide that, unless otherwise restricted by
its bylaws, a business corporation shall have the power to indemnify any
person who is made a party to a third-party or derivative action,
respectively, by reason that such person is or was a representative of the
corporation. The BCL defines representative to mean a director, officer,
employee or agent thereof (a "Representative"). The sections further state
that the corporation is authorized to indemnify the Representative against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
the action. However, the Representative must have acted in good faith and
with a reasonable belief that his or her actions were in the best interests,
or not opposed to the best interests, of the corporation; and with respect to
any criminal proceeding, the Representative must have had no reasonable cause
to believe his or her conduct was unlawful.
Section 1743 of the BCL provides mandatory indemnification for a
Representative if he or she succeeds on the merits or otherwise in the defense
of any claim or action. The corporation must indemnify him or her to the
extent of his or her actual and reasonable expenses (including attorney's
fees) in connection with the claim or action.
Section 1746(a) states that the statutory rights of indemnification
shall not be deemed exclusive of any other rights to which a person might be
entitled under any bylaw, agreement, or otherwise. However, 1746(b) forbids
indemnification to be made in any case where the act or failure to act giving
rise to the claim is determined by a court to be willful misconduct or
recklessness. A corporation may not provide indemnification in the case of
willful misconduct or recklessness.
The BCL, in Section 1747, also authorized corporations to purchase
and maintain insurance on behalf of a Representative, whether or not the
corporation would have the power to indemnify him or her. Such insurance is
declared to be consistent with Pennsylvania's public policy.
Article IX, Section 1 of the Corporation's bylaws provides that a
director shall not be personally liable for monetary damages for any action
taken or failed to be taken unless the director has breached or failed to
perform the duties of his office and such breach or failure to perform
constitutes self-dealing willful misconduct or recklessness. A director's
criminal or tax liability is not limited by the foregoing provision.
Section 2 of Article IX of the Corporation's bylaws requires the
Corporation to indemnify any director or officer who is involved in any
action, suit or proceeding, whether, civil, criminal, administrative or
investigative, unless a court determines that such director or officer's
conduct constituted willful misconduct or recklessness. However, the
Corporation will indemnify a director or officer who initiates an action only
if the action was authorized by the board of directors. The right to
indemnification conferred by this bylaw includes payment of all reasonable
expenses, including attorney's fees, and any liability and loss. The bylaws
further provide that any director or officer who is entitled to
indemnification but is not paid in full by the Corporation within forty-five
(45) days after a written claim, may bring suit against the Corporation; and
if the director or officer succeeds, in whole or in part, he or she shall be
entitled to be paid also the expense of prosecuting such claim.
The Corporation has entered into indemnification contracts with
directors and officers of the Corporation which entitle them to full
indemnification in accordance with the BCL and the Corporation's bylaws.
Also, pursuant to the indemnification contracts, the Corporation is obligated
to purchase and maintain directors and officers' liability insurance.
Accordingly, the Corporation provides insurance contracts which insure its
directors and officers, within the limits and subject to the limitations of
the policies, against certain expenses and liabilities which have been
incurred by, or resulted from, any actions, suits or proceedings to which they
are parties by reason of being or having been directors or officers of the
Corporation.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following is a list of exhibits filed as part of this
Registration Statement, which are incorporated herein:
4.01 Amended and Restated Articles of Incorporation, as Amended, of the
Registrant (incorporated herein by reference to Exhibit 3.1 of the
Corporation's September 30, 1994 Form 10-Q)
4.02 Bylaws of the Registrant (incorporated herein by reference to Exhibit
3.1 of the Corporation's March 31, 1991 Form 10-Q, Commission File
No. 1-5318, docket entry date - May 14, 1991)
4.03 Rights Agreement dated October 25, 1990 (incorporated herein by
reference to Exhibit 4 of the Corporation's Form 8-K for the event
dated October 23, 1990, Commission File No. 1-5318, docket entry date
- November 1, 1990)
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)
Item 9. 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 to include any material information with respect
to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference in this 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 of this
Registration Statement, 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 and will be governed
by the final adjudication of such issue.
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
- ----------- -----------
4.01 Amended and Restated Articles of Incorporation, as Amended, of the
Registrant (incorporated herein by reference to Exhibit 3.1 of the
Corporation's September 30, 1994 Form 10-Q)
4.02 Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.1 of the Corporation's March 31, 1991 Form 10-Q,
Commission File No. 1-5318, docket entry date - May 14, 1991)
4.03 Rights Agreement dated October 25, 1990 (incorporated herein by
reference to Exhibit 4 of the Corporation's Form 8-K for the event
dated October 23, 1990, Commission File No. 1-5318, docket entry
date - November 1, 1990)
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 1,500,000 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 1996 (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: 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