UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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) October 11, 2005
(October 11, 2005)
Kaman Corporation
(Exact name of registrant as specified in its charter)
Connecticut
(State or other jurisdiction of incorporation)
0-1093 06-0613548
(Commission File Number) (IRS Employer
Identification No.)
1332 Blue Hills Avenue,
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)
(860) 243-7100
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[x] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01. Other Events.
On October 11, 2005, the Company announced that its proposed
recapitalization has been approved by holders of its Class A and Class B common
stock, each voting separately as a class. The Company also announced that
holders of its Class B common stock have approved an amendment to the
Company's certificate of incorporation that is intended to enhance the ability
of the board of directors to take actions in the longer term interests of the
Company and its shareholders.
As previously announced, on September 19, 2005, Mason Capital, Ltd.
brought a lawsuit in federal district court in Hartford, Connecticut against
the Company and members of the Kaman family seeking, among other relief, to
enjoin the proposed recapitalization unless and until the proposed
recapitalization is approved by two "super-majority votes," one vote of 80% of
the holders of the Company's Class B common stock, and a second, separate vote
of two-thirds of the disinterested holders of the Company's Class B common
stock. A hearing on the issues was held on October 7, 2005 and further
submissions to the Court are due by Monday, October 17, 2005.
The Company has agreed to wait to close the recapitalization until the
Court issues a decision in the matter and the other certificate of
incorporation amendment proposal will not be implemented unless and until the
recapitalization is effected.
A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Further detail on the proposed recapitalization and recapitalization
agreement can be found in the recapitalization agreement, which was filed as
Exhibit 2.1 to a Form 8-K filed by the Company on June 8, 2005, the proxy
statement, which was filed on September 2, 2005 and mailed to shareholders
shortly thereafter and the prospectus supplement, which was filed on September
30, 2005 and mailed to shareholders shortly thereafter.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 Press Release, dated October 11, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
KAMAN CORPORATION
By: /s/ Robert M. Garneau
______________________________
Robert M. Garneau
Executive Vice President and
Chief Financial Officer
Dated: October 11, 2005
INDEX TO EXHIBITS
Exhibit 99.1 Press Release, dated October 11, 2005