As filed with the Securities and Exchange Commission on May 8, 2007

Registration No. 333-________

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

KENNAMETAL INC.

(Exact name of Registrant as specified in its charter)

Pennsylvania		25-0900168
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
World Headquarters 1600 Technology Way P.O. Box 231 Latrobe, Pennsylvania		15650
(Address of Principal Executive Offices)		(Zip Code)

KENNAMETAL INC.
STOCK AND INCENTIVE PLAN OF 2002
(Full title of the plans)

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
(Name and Address of agent for service)

(724) 539-5000
(Telephone Number, including area code, of agent for service)

Copy to:

Ronald Basso, Esquire
Buchanan Ingersoll & Rooney PC
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, Pennsylvania 15219-1410
(412) 562-8800

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered				Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Capital Stock(1), par value $1.25 per share			300,000			$70.64(2)		$21,192,000(2)		$651(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 May 1, 2007.
(3)		Calculated pursuant to Section 6(b) of the Securities Act of 1933.

 

 

TABLE OF CONTENTS

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 and the information contained in the subsequent Registration Statement, File No. 333-120314, each 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 & Rooney PC.

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 8th day of May 2007.

		KENNAMETAL INC.
		By:		/s/ David W. Greenfield
				David W. Greenfield Vice President, Secretary and General Counsel

     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Carlos M. Cardoso 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 8th day of May 2007.

Signature		Capacity
/s/ Carlos M. Cardoso		President and Chief Executive Officer, Director
Carlos M. Cardoso		(Principal Executive Officer)
/s/ Frank P. Simpkins		Vice President and Chief Financial Officer
Frank P. Simpkins		(Principal Financial Officer)
/s/ Wayne D. Moser		Vice President, Finance and Corporate Controller
Wayne D. Moser		(Principal Accounting Officer)
/s/ Larry D. Yost		Chairman of the Board of Directors
Larry D. Yost
/s/ Ronald M. DeFeo		Director
Ronald M. DeFeo
/s/ A. Peter Held		Director
A. Peter Held

/s/ Philip A. Dur		Director
Philip A. Dur
/s/ Timothy R. McLevish		Director
Timothy R. McLevish
/s/ William R. Newlin		Director
William R. Newlin
/s/ Lawrence W. Stranghoener		Director
Lawrence W. Stranghoener
/s/ Steven H. Wunning		Director
Steven H. Wunning

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 & Rooney PC
10.01		Stock and Incentive Plan of 2002, as amended (incorporated by reference to Exhibit 10.1 of Form 10-K filed on August 29, 2006)
23.01		Consent of Independent Registered Public Accounting Firm
23.02		Consent of Buchanan Ingersoll & Rooney PC (contained in opinion filed as Exhibit 5.01 hereto)
24.01		Powers of Attorney (contained herein on the signature page)

Exhibit 5.01

May 8, 2007

Board of Directors
Kennametal Inc.
1600 Technology Way
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 an additional 300,000 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 & ROONEY PC
		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 report dated August 25, 2006 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Kennametal Inc.’s Annual Report on Form 10-K for the year ended June 30, 2006.

/s/ PricewaterhouseCoopers LLP

                                                                                                                                                                                                                                                                                                                                                                         

PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
May 8, 2007