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As filed with the Securities and Exchange Commission on November 9, 2004
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KENNAMETAL INC.
| Pennsylvania (State or jurisdiction of Incorporation or organization) |
25-0900168 (I.R.S. Employer Identification No.) |
World Headquarters
1600 Technology Way
P.O. Box 231
Latrobe, Pennsylvania 15650-0231
(Address of principal executive offices)
KENNAMETAL INC.
STOCK AND INCENTIVE PLAN OF 2002
(Full title of the plan)
| David W. Greenfield, Esquire Vice President, Secretary and General Counsel Kennametal Inc. World Headquarters 1600 Technology Way P.O. Box 231 Latrobe, Pennsylvania 15650-0231 |
Copies of communications to: Ronald Basso, Esquire Buchanan Ingersoll PC One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, PA 15219-1410 412-562-8800 |
|
| (Name and address of agent for service) 724-539-5000 (Telephone number of agent for service) |
| CALCULATION OF REGISTRATION FEE | ||||||||
| Proposed Maximum | Proposed Maximum | |||||||
| Title of Securities To Be | Amount to Be | Offering Price | Aggregate Offering | Amount of | ||||
| Registered | Registered | Per Share | Price | Registration Fee | ||||
| Capital Stock(1) (par value $1.25 per share) |
2,000,000 shares | $47.60(2) | $95,200,000 | $12,061.84(3) | ||||
| (1) | Includes Preferred Stock Purchase Rights. Prior to the occurrence of certain events, such rights will not be exercisable or evidenced separately from the Capital Stock. |
| (2) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h). In accordance with Rule 457(h), such price is the average of the high and low sale prices for the Capital Stock as quoted on the New York Stock Exchange on November 3, 2004. |
| (3) | Calculated pursuant to Section 6(b) of the Securities Act of 1933. |
| INCORPORATION OF PRIOR REGISTRATION STATEMENTS BY REFERENCE | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 5.01 | ||||||||
| EXHIBIT 23.01 | ||||||||
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INCORPORATION OF PRIOR REGISTRATION STATEMENTS 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. 333-100867, relating to the Corporation’s Stock and Incentive Plan of 2002; provided, however, that with respect to Part II, Item 5 therein, Mr. William R. Newlin is no longer the Managing Director or a shareholder of Buchanan Ingersoll PC.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Unity Township, Westmoreland County, Commonwealth of Pennsylvania, on this 9th day of November, 2004.
| KENNAMETAL INC. |
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| By: | /s/ David W. Greenfield | |||
| David W. Greenfield | ||||
| Vice President, Secretary and General Counsel |
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KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Markos I. Tambakeras and David W. Greenfield, and each of them, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments to this Registration Statement) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 9th day of November, 2004.
| Signature | Capacity | |
/s/ Markos I. Tambakeras
|
Chairman, President and Chief Executive Officer | |
Markos I. Tambakeras |
||
/s/ F. Nicholas Grasberger, III
|
Vice President and Chief Financial Officer | |
F. Nicholas Grasberger, III |
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/s/ Timothy A. Hibbard
|
Corporate Controller and Chief Accounting Officer | |
Timothy A. Hibbard |
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/s/ Peter B. Bartlett
|
Director | |
Peter B. Bartlett |
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/s/ Ronald M. DeFeo
|
Director | |
Ronald M. DeFeo |
||
/s/ A. Peter Held
|
Director | |
A. Peter Held |
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/s/ Kathleen J. Hempel
|
Director | |
Kathleen J. Hempel |
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/s/ William R. Newlin
|
Director | |
William R. Newlin |
||
/s/ Lawrence W. Stranghoener
|
Director | |
Lawrence W. Stranghoener |
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/s/ Larry D. Yost
|
Director | |
Larry D. Yost |
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EXHIBIT INDEX
EXHIBIT NO.
|
DESCRIPTION | |
4.01
|
Rights Agreement, effective as of November 2, 2000 (incorporated by reference to Exhibit 1 of Form 8-A filed on October 10, 2000) | |
4.02
|
First Amendment to Rights Agreement, made and entered into as of October 6, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K filed on October 6, 2004) | |
5.01
|
Opinion of Buchanan Ingersoll PC | |
10.01
|
Stock and Incentive Plan of 2002, as amended (incorporated by reference to Exhibit 10.1 of Form 8-K filed on October 27, 2004) | |
23.01
|
Consent of Independent Registered Public Accounting Firm | |
23.02
|
Consent of Buchanan Ingersoll PC (contained in opinion filed as Exhibit 5.01 hereto) | |
24.01
|
Powers of Attorney (contained herein on the signature page) |
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EXHIBIT 5.01
November 9, 2004
Board of Directors
Kennametal Inc.
1600 Technology Way
P.O. Box 231
Latrobe, PA 15650
Ms. Hempel and Gentlemen:
We have acted as counsel to Kennametal Inc., a Pennsylvania corporation (the “Corporation”), in connection with the proposed issuance by the Corporation of an additional 2,000,000 shares (the “Shares”) of the Corporation’s capital stock, par value $1.25 per share, pursuant to the terms of the Kennametal Inc. Stock and Incentive Plan of 2002, as amended (the “Plan”).
In connection with such proposed issuance, we have examined the Plan, the Amended and Restated Articles of Incorporation of the Corporation, as amended, the By-Laws of the Corporation, as amended, 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 Shares have been duly issued and delivered pursuant to the terms of the Plan, the Shares 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. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.
| Very truly yours, BUCHANAN INGERSOLL PC |
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| By: | /s/ Ronald Basso | |||
| Ronald Basso | ||||
EXHIBIT 23.01
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 16, 2004 relating to the financial statements and financial statement schedule of Kennametal Inc., which appear in Kennametal Inc.’s Annual Report on Form 10-K for the year ended June 30, 2004.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
November 9, 2004