UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 6, 2005
Kennametal Inc.
Pennsylvania
(State or Other Jurisdiction of Incorporation)
| 1-5318 | 25-0900168 | |
| (Commission File Number) | (IRS Employer Identification No.) |
World Headquarters
1600 Technology Way
P.O. Box 231
Latrobe, Pennsylvania 15650-0231
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (724) 539-5000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers |
Item 9.01. Financial Statements and Exhibits |
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(c) On January 6, 2005, Carlos M. Cardoso was appointed Executive Vice President and Chief Operating Officer of Kennametal Inc. (the “Company”). Mr. Cardoso, 46, had previously been a Vice President of the Company and President of the Company’s Metalworking Solutions and Services Group since April 2003. From August 2001 to March 2003, Mr. Cardoso was President, Pump Division, of Flowserve Corporation (a manufacturer of flow management products and services). From March 1999 to August 2001, Mr. Cardoso was Vice President and General Manager, Engine Systems and Accessories, of Honeywell International, Inc. (formerly Allied Signal, Inc., a diversified technology and manufacturing company).
Mr. Cardoso entered into an employment agreement with the Company dated April 29, 2003, which was amended December 17, 2003. His employment agreement is substantially similar to the form of agreement entered into by all executive officers of the Company and the material terms of which are incorporated herein by reference from the Company’s 2004 Proxy Statement under the section titled “Employment Agreements and Termination of Employment and Change-in-Control Arrangements.”
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Kennametal Inc. Press Release, dated January 6, 2005
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KENNAMETAL INC. | ||||
| Date: January 6, 2005 | By: | /s/ David W. Greenfield David W. Greenfield Vice President, Secretary and General Counsel |
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Exhibit 99.1
FROM:
|
KENNAMETAL INC. | |
| P.O. Box 231 | ||
| Latrobe, PA 15650 | ||
| Investor Relations | ||
| 724-539-6141 | ||
| Contact: Beth A. Riley | ||
| Media Relations | ||
| 724-539-4618 | ||
| Contact: Joy Chandler | ||
DATE:
|
January 6, 2005 | |
FOR RELEASE:
|
Immediate |
Kennametal Promotes Carlos Cardoso to Executive Vice President and Chief
Operating Officer
LATROBE, Pa., January 6, 2005 — Kennametal Inc. (NYSE: KMT) announced today the promotion of Carlos Cardoso to Executive Vice President and Chief Operating Officer — Kennametal Inc., reporting to Chairman, President and CEO, Markos I. Tambakeras. This promotion is effective immediately.
“During the past five years we have made great strides as a company, thanks to the sustained efforts of our 14,000 employees worldwide and to leaders such as Carlos Cardoso,” said Tambakeras. “As head of our Metalworking Solutions and Services Group, Carlos’ leadership was vital as we strengthened our operations, improved our balance sheet and profitability, and grew our business.”
“We have invested in technology, developing new markets, and in key acquisitions. Further, we have realigned our business and set in place a clear, consistent strategy and direction to drive continued growth and take our company to the next level of performance. The appointment of Carlos to fill this new role is a critical step in the execution of our strategy,” Tambakeras stated.
In his new role, Cardoso has responsibility for all of Kennametal’s manufacturing and service businesses, which include Metalworking Solutions and Services, Advanced Materials Solutions, and Full Service Supply. Cardoso, 46, previously a vice president of Kennametal, has served as president of the company’s Metalworking Solutions and Services Group since April 2003. Prior to joining Kennametal, Cardoso was president of the Pump Division of Flowserve Corporation, and before that was vice president and general manager of Engine Systems and Accessories for Honeywell International, Inc.
Kennametal Inc. aspires to be the premier tooling solutions supplier in the world with operational excellence throughout the value chain and best-in-class manufacturing and technology. Kennametal strives to deliver superior shareowner value through top-tier financial performance. The company provides customers a broad range of technologically advanced tools, tooling systems and engineering services aimed at improving customers’ manufacturing competitiveness. With about 14,000 employees worldwide, the company’s annual sales approximate $2 billion, with nearly half coming from sales outside the United States. Kennametal is a five-time
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winner of the GM “Supplier of the Year” award and is represented in more than 60 countries. Kennametal operations in Europe are headquartered in Fürth, Germany. Kennametal Asia Pacific operations are headquartered in Singapore. For more information, visit the company’s web site at www.kennametal.com.