As filed with the Securities and Exchange Commission on May 10, 2002
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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KADANT INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 52-1762325
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE ACTON PLACE, SUITE 202
ACTON, MASSACHUSETTS 01720
978-776-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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SANDRA L. LAMBERT, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
KADANT INC.
ONE ACTON PLACE, SUITE 202
ACTON, MASSACHUSETTS 01720
978-776-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
HAL J. LEIBOWITZ, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
617-526-6000
Approximate date of commencement of proposed sale to public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] .
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If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] .
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If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
============================================================ ================================= =======================
Proposed Maximum Aggregate Amount of
Title of Each Class of Securities to be Registered (1) Offering Price (2)(3) Registration Fee (4)
------------------------------------------------------------ --------------------------------- -----------------------
Common Stock, $0.01 par value per share (5)(6)......... (7) (7)
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Warrants............................................... (7) (7)
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Total.................................................. $30,000,000 $2,760
============================================================ ================================= =======================
(1) There are being registered hereunder such indeterminate number of shares of common stock and such
indeterminate number of warrants to purchase common stock as shall have an aggregate initial
offering price not to exceed $30,000,000. Any securities registered hereunder may be sold separately
or as units with other securities registered hereunder. The securities registered also include such
indeterminate amounts and numbers of common stock as may be issued upon exercise of warrants or
pursuant to the antidilution provisions of any such warrants.
(2) In United States dollars or the equivalent thereof in any other currency, currency unit or units, or
composite currency or currencies.
(3) The proposed maximum per unit and aggregate offering prices per class of security will be determined
from time to time by the registrant in connection with the issuance by the registrant of the securities
registered hereunder.
(4) Estimated solely for purposes of determining the registration fee pursuant to Rule 457(o) under the
Securities Act of 1933, as amended.
(5) The aggregate amount of common stock registered hereunder is limited, with respect to at the market
offerings, to that which is permissible under Rule 415(a)(4) under the Securities Act.
(6) Includes Rights to purchase shares of Series A Junior Participating Preferred Stock, pursuant to the
Rights Agreement, dated as of July 16, 2001, between the registrant and American Stock Transfer & Trust
Company, as rights agent.
(7) Not required to be included in accordance with General Instruction II.D. of Form S-3.
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THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
SHALL DETERMINE.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. The prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, dated May 10, 2002
$30,000,000
KADANT INC.
Common Stock
Warrants
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We may from time to time issue up to $30,000,000 aggregate principal
amount of common stock and warrants. We will specify in the accompanying
prospectus supplement the terms of the securities. We may sell these securities
to or through underwriters and also to other purchasers or through agents. We
will set forth the names of any underwriters or agents in the accompanying
prospectus supplement.
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Investing in our securities involves risks. See "Risk Factors" on page 1.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
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This prospectus may not be used to consummate sales of securities
unless it is accompanied by a prospectus supplement.
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Prospectus dated __________, 2002.
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS..........................................................1
KADANT INC.....................................................................1
RISK FACTORS...................................................................1
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION.............................1
USE OF PROCEEDS................................................................2
THE SECURITIES WE MAY OFFER....................................................2
DESCRIPTION OF CAPITAL STOCK...................................................3
DESCRIPTION OF WARRANTS........................................................9
PLAN OF DISTRIBUTION..........................................................11
VALIDITY OF SECURITIES........................................................12
EXPERTS.......................................................................12
WHERE YOU CAN FIND MORE INFORMATION...........................................13
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................14
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the SEC utilizing a "shelf" registration process. Under this shelf process, we
may sell any combination of the securities described in this prospectus in one
or more offerings up to a total dollar amount of $30,000,000. We have provided
to you in this prospectus a general description of the securities we may offer.
Each time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. We may also add,
update or change in the prospectus supplement any of the information contained
in this prospectus. This prospectus, together with applicable prospectus
supplements, includes all material information relating to an offering.
KADANT INC.
Kadant Inc. is a leading supplier of a range of products for the global
papermaking and paper-recycling industries, including de-inking systems,
stock-preparation equipment, water-management systems, and papermaking
accessories. We also develop and manufacture composite building materials
produced from natural fiber and recycled plastic.
We were incorporated in Delaware in 1991. Our principal executive
offices are located at One Acton Place, Suite 202, Acton, Massachusetts 01720,
and our telephone number is (978) 776-2000. Our website is located at
www.kadant.com. We have not incorporated by reference into this prospectus the
information on our website and you should not consider it to be a part of this
document. Our website address is included in this document as an inactive
textual reference only. The Kadant name and logo and the names of products
offered by us are trademarks or registered trademarks of Kadant Inc. Unless the
context otherwise requires, the terms "Kadant Inc.," "we," "us" and "our" refer
to Kadant Inc. and its subsidiaries.
RISK FACTORS
Investing in our securities involves risk. Please see the risk factors
described in our Annual Report on Form 10-K for the year ended December 29,
2001, as amended, which are incorporated by reference in this prospectus. Before
making an investment decision, you should carefully consider these risks as well
as other information we include or incorporate by reference in this prospectus
and any prospectus supplement. The risks and uncertainties we have described are
not the only ones facing our company. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also affect our
business operations.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This prospectus, any prospectus supplement and the documents we
incorporate by reference in this prospectus contain forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended. For purposes
of these Acts, any statement that is not a statement of historical fact may be
deemed a forward-looking statement. For example, statements containing the words
"believes," "anticipates," "plans," "expects," and similar expressions may be
forward-looking statements. However, caution should be taken not to place undue
reliance on any such forward-looking statements since such statements speak only
as of the date when made. There are a number of important factors that could
cause our actual results to differ materially from those indicated by these
forward-looking statements, including without limitation, the factors referred
to above under the caption "Risk Factors". These important factors include the
factors that we identify in the documents we incorporate by reference in this
prospectus. You should read these factors and the other cautionary statements
made in this prospectus, the documents we incorporate by reference and any
prospectus supplement as being applicable to all related forward-looking
statements wherever they appear in this prospectus, the documents incorporated
by reference and any prospectus supplement.
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USE OF PROCEEDS
Unless we otherwise indicate in the applicable prospectus supplement,
we currently intend to use the net proceeds from the sale of the securities for
working capital and other general corporate purposes, including:
o to finance our growth;
o to develop our products;
o for capital expenditures made in the ordinary course of business;
o for acquisitions of businesses, products and technologies that
complement or expand our business; and
o to repay or repurchase outstanding indebtedness.
We may set forth additional information on the use of net proceeds from
the sale of securities we offer under this prospectus in a prospectus supplement
relating to the specific offering.
THE SECURITIES WE MAY OFFER
The descriptions of the securities contained in this prospectus,
together with the applicable prospectus supplements, summarize the material
terms and provisions of the various types of securities that we may offer. We
will describe in the applicable prospectus supplement relating to any securities
the particular terms of the securities offered by that prospectus supplement. If
we indicate in the applicable prospectus supplement, the terms of the securities
may differ from the terms we have summarized below. We will also include in the
prospectus supplement information, where applicable, about material United
States federal income tax considerations relating to the securities, and the
securities exchange, if any, on which the securities will be listed.
We may sell from time to time, in one or more offerings:
o common stock; and
o warrants to purchase common stock.
In this prospectus, we will refer to the common stock and warrants
collectively as "securities." The total dollar amount of all securities that we
may issue will not exceed $30,000,000.
This prospectus may not be used to consummate a sale of securities
unless it is accompanied by a prospectus supplement.
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DESCRIPTION OF CAPITAL STOCK
The following description of our common stock, together with the
additional information we include in any applicable prospectus supplement,
summarizes the material terms and provisions of the common stock that we may
offer under this prospectus. For the complete terms of our common stock, please
refer to our charter and by-laws, which are incorporated by reference into the
registration statement which includes this prospectus. The Delaware General
Corporation Law may also affect the terms of our common stock.
Under our charter, our authorized capital stock consists of 150,000,000
shares of common stock, $0.01 par value per share, and 5,000,000 shares of
preferred stock, $.01 par value per share. As of April 26, 2002, we had
12,246,567 shares of common stock and no shares of preferred stock outstanding.
All outstanding shares of common stock are duly authorized, validly issued,
fully paid and non-assessable.
Common Stock
Voting. For all matters submitted to a vote of stockholders, each
holder of common stock is entitled to one vote for each share registered in his
or her name on our books. Our common stock does not have cumulative voting
rights. As a result, holders of majority of the shares of our common stock
entitled to vote in any election of directors may elect all of the directors
standing for election.
Dividends. If our board of directors declares a dividend, holders of
common stock will receive payments from our funds that are legally available to
pay dividends. However, this dividend right is subject to any preferential
dividend rights we may grant to the persons who hold preferred stock, if any is
outstanding.
Liquidation. If we are dissolved, the holders of our common stock will
be entitled to share ratably in all the assets that remain after we pay our
liabilities and any amounts we may owe to the persons who hold preferred stock,
if any is outstanding.
Other Rights and Restrictions. Holders of our common stock do not have
preemptive or subscription rights, and they have no right to convert their
common stock into any other securities. Our common stock is not subject to
redemption by us. Our charter and by-laws do not restrict the ability of a
holder of common stock to transfer his or her shares of common stock. When we
issue shares of common stock under this prospectus, the shares will be fully
paid and non-assessable and will not have, or be subject to, any preemptive or
similar rights.
The rights, powers, preferences and privileges of holders of our common
stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock which we may designate and
issue in the future. Currently, we have no shares of preferred stock
outstanding.
Listing. Our common stock is listed on The American Stock Exchange.
Transfer Agent and Registrar. The transfer agent and registrar for our
common stock is American Stock Transfer & Trust Company.
Preferred Stock
Our charter authorizes our board of directors, subject to any
limitations prescribed by law and without further stockholder approval, to issue
from time to time up to 5,000,000 shares of preferred stock in one or more
series. Our charter also authorizes our board of directors, subject to the
limitations prescribed by Delaware law, to:
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o establish the number of shares to be included in each series and to
fix the voting powers, preferences, qualifications and special or
relative rights or privileges of each series; and
o issue preferred stock with voting, conversion and other rights and
preferences that could adversely affect the voting power or other
rights of the holders of common stock.
The purpose of authorizing our board of directors to issue preferred
stock and determine its rights and preferences is to eliminate delays associated
with a stockholder vote on specific issuances. The issuance of preferred stock
or of rights to purchase preferred stock, however, could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire, a majority of our outstanding common
stock.
Our board of directors has authorized 15,000 shares of Series A junior
participating preferred stock for issuance under our stockholder rights plan.
See "--Stockholder Rights Plan" below. We have no current plans to issue any
preferred stock other than as may be provided for by our stockholder rights
plan.
Certain Effects of Authorized but Unissued Stock
We have shares of common stock and preferred stock available for future
issuance without stockholder approval. We may issue these additional shares for
a variety of corporate purposes, including future public offerings to raise
additional capital or facilitate corporate acquisitions or for payment as a
dividend on our capital stock. The existence of unissued and unreserved common
stock and preferred stock may enable our board of directors to issue shares to
persons friendly to current management or to issue preferred stock with terms
that could render more difficult or discourage a third-party attempt to obtain
control of us by means of a merger, tender offer, proxy contest or otherwise,
thereby protecting the continuity of our management. In addition, if we issue
preferred stock, the issuance could adversely affect the voting power of holders
of common stock and the likelihood that such holders will receive dividend
payments and payments upon liquidation.
Delaware Law And Charter And By-Law Provisions
Staggered Board. Our charter provides that:
o our board of directors will be divided into three classes, with
staggered three-year terms;
o directors may be removed only for cause by the vote of the holders
of at least 75% of the shares of our capital stock entitled to
vote; and
o any vacancy on our board of directors, however occurring, including
a vacancy resulting from an enlargement of the board, may only be
filled by vote of a majority of the directors then in office.
These provisions could discourage, delay or prevent a change in control
of our company or an acquisition of our company at a price which many
stockholders may find attractive. The existence of these provisions could limit
the price that investors might be willing to pay in the future for shares of our
common stock. These provisions may also have the effect of discouraging a third
party from initiating a proxy contest, making a tender offer or attempting to
change the composition or policies of our board of directors.
Stockholder Action; Special Meeting of Stockholders. Our charter and
by-laws also provide that:
o stockholder action may be taken only at a duly called and convened
annual or special meeting of stockholders and then only if properly
brought before the meeting;
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o stockholder action may not be taken by written action in lieu of
a meeting;
o special meetings of stockholders may be called only by our chairman
of the board, our chief executive officer or by our board of
directors; and
o in order for any matter to be considered "properly brought" before
a meeting, a stockholder must comply with requirements regarding
providing specified information and advance notice to us.
These provisions could delay, until the next stockholders' meeting,
actions which are favored by the holders of a majority of our outstanding voting
securities. These provisions may also discourage another person or entity from
making a tender offer for our common stock, because a person or entity, even if
it acquired a majority of our outstanding voting securities, would be able to
take action as a stockholder only at a duly called stockholders' meeting, and
not by written consent.
Supermajority Votes Required. The Delaware General Corporation Law
provides that the vote of a majority of the shares entitled to vote on any
matter is required to amend a corporation's charter or by-laws, unless a
corporation's charter or by-laws, as the case may be, requires a greater
percentage. Our charter requires the vote of the holders of at least 75% of our
capital stock entitled to vote to amend or repeal any of the foregoing
provisions. The 75% stockholder vote is in addition to any separate class vote
that might be required pursuant to the terms of any series of preferred stock
that might be then outstanding.
Business Combinations. We are subject to the provisions of Section 203
of the Delaware General Corporation Law. Section 203 prohibits a publicly held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner. A "business combination"
includes mergers, asset sales and other transactions resulting in a financial
benefit to the interested stockholder. Subject to specified exceptions, an
"interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of the
corporation's voting stock.
Indemnification. Our charter provides that our directors will not be
personally liable to us or to our stockholders for monetary damages for breach
of fiduciary duty as a director, except that the limitation eliminates or limits
liability only to the extent that the elimination or limitation of this
liability is permitted by the Delaware General Corporation Law as it exists or
may later be amended. Our charter further provides for the indemnification of
our directors and officers to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law, including circumstances in which
indemnification is otherwise discretionary.
Stockholder Rights Plan
Under Delaware law, every corporation may create and issue rights
entitling the holders of the rights to purchase from the corporation shares of
its capital stock, subject to any provisions of its charter. The price and terms
of the shares must be stated in the company's charter or in a resolution adopted
by the board of directors for the creation or issuance of such rights.
We have entered into a rights agreement with American Stock Transfer &
Trust Company, as rights agent. On August 6, 2001, pursuant to the terms of our
rights plan, we issued to our stockholders one preferred stock purchase right
for each outstanding share of our common stock. Each right, when exercisable,
entitles the registered holder to purchase from us a unit consisting of one
ten-thousandth of a share of Series A junior participating preferred stock at a
purchase price of $75, subject to adjustment.
The following description is a summary of the material terms of our
stockholder rights plan. It does not restate these terms in their entirety. We
urge you to read our stockholder rights plan because it,
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and not this description, defines the terms and provisions of our plan. We have
filed a copy of the rights agreement that establishes our rights plan as an
exhibit to our Current Report on Form 8-K, which was filed with the SEC on July
17, 2001.
Distribution of rights. Initially, the rights are not exercisable and
are attached to all certificates representing outstanding shares of our common
stock, and we will not distribute separate rights certificates. The rights will
separate from our common stock, and a rights distribution date will occur, upon
the earlier of the following events:
o 10 business days after a public announcement that a person or group
has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of our common
stock; and
o 10 business days following the start of a tender offer or exchange
offer that would result in a person or group beneficially owning
15% or more of the outstanding shares of our common stock.
The distribution date may be deferred by our board of directors. In
addition, some inadvertent actions will not trigger the occurrence of the rights
distribution date.
Prior to the rights distribution date:
o the rights are evidenced by our common stock certificates and will
be transferred with and only with such common stock certificates;
and
o the surrender for transfer of any certificates of our common stock
will also constitute the transfer of the rights associated with our
common stock represented by such certificate.
The rights are not exercisable until the rights distribution date and
will expire at the close of business on July 16, 2011, the tenth anniversary of
the date our board of directors adopted the rights plan, unless we redeem or
exchange them earlier as described below.
As soon as practicable after the rights distribution date, rights
certificates will be mailed to the holders of record of our common stock as of
the close of business on the rights distribution date. From and after the rights
distribution date, the separate rights certificates alone will represent the
rights. All shares of our common stock issued prior to the rights distribution
date will be issued with rights. Shares of our common stock issued after the
rights distribution date in connection with specified employee benefit plans or
upon conversion of specified securities will be issued with rights. Except as
otherwise determined by our board of directors, no other shares of our common
stock issued after the rights distribution date will be issued with rights.
Flip-in event. If a person becomes the beneficial owner of 15% or more
of the outstanding shares of our common stock, except as described below, each
holder of a right will thereafter have the right to receive, upon exercise, a
number of shares of our common stock, or, in some circumstances, cash, property
or other securities of ours, which equals the exercise price of the right
divided by one-half of the current market price of our common stock on the date
the acquisition occurs. However, following the acquisition:
o rights are not exercisable until the rights are no longer
redeemable by us as set forth below; and
o all rights that are, or were, under the circumstances specified in
the rights agreement, beneficially owned by any acquiring person
will be null and void.
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The event set forth in this paragraph is referred to as a flip-in
event. A flip-in event would not occur if there is an offer for all of our
outstanding shares of common stock that our board of directors determines is
fair to our stockholders and in their best interests.
For example, at an exercise price of $75 per right, each right not
owned by an acquiring person, or by some related parties, following a flip-in
event would entitle the holder to purchase for $75 the number of shares of our
common stock, or other consideration, as noted above, as equals $75 divided by
one-half of the current market price of our common stock. Assuming that our
common stock had a per share value of $25 at that time, the holder of each valid
right would be entitled to purchase six shares of our common stock for $75.
Flip-over event. If at any time after a person has become the
beneficial owner of 15% or more of the outstanding shares of our common stock:
o we are acquired in a merger or other business combination
transaction in which we are not the surviving corporation,
o our common stock is changed or exchanged for stock or securities of
any other person or for cash or any other property or
o 50% or more of our assets or earning power is sold or transferred,
then each holder of a right, except rights which previously have been voided as
set forth above, shall thereafter have the right to receive, upon exercise, that
number of shares of common stock of the acquiring company which equals the
exercise price of the right divided by one-half of the current market price of
that company's common stock at the date of the occurrence of the event. This
exercise right does not arise if the merger or other transaction follows an
offer for all of our outstanding shares of common stock that our board of
directors determines is fair to our stockholders and in their best interests.
For example, at an exercise price of $75 per right, each right
following an event described in the preceding paragraph would entitle the holder
to purchase for $75 the number of shares of common stock of the acquiring
company as equals $75 divided by one-half of the current market price of that
company's common stock. Assuming that the common stock had a per share value of
$25 at that time, the holder of each valid right would be entitled to purchase
six shares of common stock of the acquiring company for $75.
Exchange of rights. At any time after a flip-in event, when no person
owns a majority of our common stock, our board of directors may exchange the
rights, other than rights owned by the acquiring person that have become void,
in whole or in part, at an exchange ratio of one share of our common stock, or
one ten-thousandth of a share of preferred stock, or of a share of a class or
series of preferred stock having equivalent rights, preferences and privileges,
per right.
Series A junior participating preferred stock. Series A preferred stock
purchasable upon exercise of the rights will not be redeemable. Each share of
series A preferred stock will be entitled to receive, when, as and if declared
by our board of directors, a minimum preferential quarterly dividend payment of
$100 per share and will be entitled to an aggregate dividend of 10,000 times the
dividend declared per share of our common stock. In the event of liquidation,
the holders of the series A preferred stock will be entitled to a minimum
preferential liquidating payment of $10,000 per share and will be entitled to an
aggregate payment of 10,000 times the payment made per share of our common
stock. Each share of series A preferred stock will have 10,000 votes, voting
together with our common stock. Finally, in the event of any merger,
consolidation or other transaction in which our common stock is changed or
exchanged, each share of series A preferred stock will be entitled to receive
10,000 times the amount received per share of our common stock. These rights are
protected by customary antidilution provisions.
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Because of the nature of the series A preferred stock's dividend,
liquidation and voting rights, the value of one ten-thousandth of a share of
series A preferred stock purchasable upon exercise of each right should
approximate the value of one share of our common stock.
Redemption of rights. At any time until ten business days following the
date of a public announcement that a person has acquired or obtained the right
to acquire beneficial ownership of 15% or more of the outstanding shares of our
common stock, we may redeem the rights in whole, but not in part, at a price of
$.001 per right, payable in cash or stock. Immediately upon the redemption of
the rights or such earlier time as established by our board of directors in the
resolution ordering the redemption of the rights, the rights will terminate and
the only right of the holders of rights will be to receive the $.001 redemption
price.
Status of rights holder and tax effects. Until a right is exercised,
the holder of the right, as such, will have no rights as a stockholder of ours,
including the right to vote or to receive dividends. Although the distribution
of the rights should not be taxable to stockholders or to us, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
rights become exercisable for our common stock, or other consideration, or for
common stock of the acquiring company as described above.
Board's authority to amend. Our board of directors may amend any
provision of the rights agreement, other than the redemption price, prior to the
date on which the rights are no longer redeemable. Once the rights are no longer
redeemable, our board's authority to amend the rights agreement is limited to
correcting ambiguities or defective or inconsistent provisions in a manner that
does not adversely affect the interest of holders of rights.
Effects of the rights. The rights are intended to protect our
stockholders in the event of an unfair or coercive offer to acquire our company
and to provide our board of directors with adequate time to evaluate unsolicited
offers. The rights may have anti-takeover effects. The rights will cause
substantial dilution to a person or group that attempts to acquire us without
conditioning the offer on a substantial number of rights being acquired. The
rights, however, should not affect any prospective offeror willing to make an
offer at a fair price and otherwise in the best interests of us and our
stockholders, as determined by a majority of our board of directors. The rights
should not interfere with any merger or other business combination approved by
our board of directors.
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DESCRIPTION OF WARRANTS
The following description, together with the additional information we
may include in any applicable prospectus supplement, summarizes the material
terms and provisions of the warrants that we may offer under this prospectus and
the related warrant agreements and warrant certificates. While the terms
summarized below will apply generally to any warrants that we may offer, we will
describe the particular terms of any series of warrants in more detail in the
applicable prospectus supplement. If we indicate in the prospectus supplement,
the terms of any warrants offered under that prospectus supplement may differ
from the terms described below. Specific warrant agreements will contain
additional important terms and provisions and will be incorporated by reference
as an exhibit to the registration statement which includes this prospectus.
General
We may issue warrants for the purchase of common stock in one or more
series. We may issue warrants independently or together with common stock, and
the warrants may be attached to or separate from the common stock.
We will evidence each series of warrants by warrant certificates that
we will issue under a separate agreement. We will enter into the warrant
agreement with a warrant agent. Each warrant agent will be a bank that we select
which has its principal office in the United States and a combined capital and
surplus of at least $50,000,000. We will indicate the name and address of the
warrant agent in the applicable prospectus supplement relating to a particular
series of warrants.
We will describe in the applicable prospectus supplement the terms of
the series of warrants, including:
o the offering price and aggregate number of warrants offered;
o the currency for which the warrants may be purchased;
o if applicable, the date on and after which the warrants and the
related common stock will be separately transferable;
o the number of shares of common stock purchasable upon the exercise
of one warrant and the price at which these shares may be
purchased upon such exercise;
o the effect of any merger, consolidation, sale or other disposition
of our business on the warrant agreement and the warrants;
o the terms of any rights to redeem or call the warrants;
o any provisions for changes to or adjustments in the exercise price
or number of securities issuable upon exercise of the warrants;
o the dates on which the right to exercise the warrants will commence
and expire;
o the manner in which the warrant agreement and warrants may be
modified;
o federal income tax consequences of holding or exercising the
warrants;
o the terms of the common stock issuable upon exercise of the
warrants; and
o any other specific terms, preferences, rights or limitations of or
restrictions on the warrants.
9
Before exercising their warrants, holders of warrants will not have any
of the rights of holders of the common stock purchasable upon such exercise,
including the right to receive dividends, if any, or payments upon our
liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise of Warrants
Each warrant will entitle the holder to purchase shares of common stock
at the exercise price that we describe in the applicable prospectus supplement.
Unless we otherwise specify in the applicable prospectus supplement, holders of
the warrants may exercise the warrants at any time up to 5:00 P.M. eastern
standard time on the expiration date that we set forth in the applicable
prospectus supplement. After the close of business on the expiration date,
unexercised warrants will become void.
Holders of the warrants may exercise the warrants by delivering the
warrant certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the warrant agent in
immediately available funds, as provided in the applicable prospectus
supplement. We will set forth on the reverse side of the warrant certificate and
in the applicable prospectus supplement the information that the holder of the
warrant will be required to deliver to the warrant agent.
Upon receipt of the required payment and the warrant certificate
properly completed and duly executed at the corporate trust office of the
warrant agent or any other office indicated in the applicable prospectus
supplement, we will issue and deliver shares of common stock purchasable upon
such exercise. If fewer than all of the warrants represented by the warrant
certificate are exercised, then we will issue a new warrant certificate for the
remaining amount of warrants. If we so indicate in the applicable prospectus
supplement, holders of the warrants may surrender shares of common stock as all
or part of the exercise price for warrants.
Enforceability of Rights by Holders of Warrants
Each warrant agent will act solely as our agent under the applicable
warrant agreement and will not assume any obligation or relationship of agency
or trust with any holder of any warrant. A single bank or trust company may act
as warrant agent for more than one issue of warrants. A warrant agent will have
no duty or responsibility in case of any default by us under the applicable
warrant agreement or warrant, including any duty or responsibility to initiate
any proceedings at law or otherwise, or to make any demand upon us. Any holder
of a warrant may, without the consent of the related warrant agent or the holder
of any other warrant, enforce by appropriate legal action its right to exercise,
and receive the shares of common stock purchasable upon exercise of, its
warrants.
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PLAN OF DISTRIBUTION
We may sell the securities being offered hereby in one or more of the
following ways from time to time:
o through agents to the public or to investors;
o to underwriters for resale to the public or to investors; or
o directly to investors.
We will set forth in a prospectus supplement the terms of the offering
of securities, including:
o the name or names of any agents or underwriters;
o the purchase price of the securities being offered and the proceeds
we will receive from the sale;
o any over-allotment options under which underwriters may purchase
additional securities from us;
o any agency fees or underwriting discounts and other items
constituting agents' or underwriters' compensation;
o any initial public offering price;
o any discounts or concessions allowed or reallowed or paid to
dealers; and
o any securities exchanges on which such securities may be listed.
Agents
We may designate agents who agree to use their reasonable efforts to
solicit purchases for the period of their appointment or to sell securities on a
continuing basis.
Underwriters
If we use underwriters for a sale of securities, the underwriters will
acquire the securities for their own account. The underwriters may resell the
securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The obligations of the underwriters to purchase the securities will be subject
to the conditions set forth in the applicable underwriting agreement. The
underwriters will be obligated to purchase all the securities of the series
offered if they purchase any of the securities of that series. We may change
from time to time any initial public offering price and any discounts or
concessions the underwriters allow or reallow or pay to dealers. We may use
underwriters with whom we have a material relationship. We will describe in the
prospectus supplement naming the underwriter the nature of any such
relationship.
Direct Sales
We may also sell securities directly to one or more purchasers without
using underwriters or agents.
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Underwriters, dealers and agents that participate in the distribution
of the securities may be underwriters as defined in the Securities Act and any
discounts or commissions they receive from us and any profit on their resale of
the securities may be treated as underwriting discounts and commissions under
the Securities Act. We will identify in the applicable prospectus supplement any
underwriters, dealers or agents and will describe their compensation. We may
have agreements with the underwriters, dealers and agents to indemnify them
against specified civil liabilities, including liabilities under the Securities
Act. Underwriters, dealers and agents may engage in transactions with or perform
services for us or our subsidiaries in the ordinary course of their businesses.
Trading Markets and Listing of Securities
Unless otherwise specified in the applicable prospectus supplement,
each class or series of securities will be a new issue with no established
trading market, other than our common stock, which is listed on The American
Stock Exchange. We may elect to list any other class or series of securities on
any exchange, but we are not obligated to do so. It is possible that one or more
underwriters may make a market in a class or series of securities, but the
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We cannot give any assurance as to the
liquidity of the trading market for any of the securities.
Stabilization Activities
Any underwriter may engage in over-allotment, stabilizing transactions,
short covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act of 1934. Over-allotment involves sales in
excess of the offering size, which create a short position. Stabilizing
transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Short covering transactions
involve purchases of the securities in the open market after the distribution is
completed to cover short positions. Penalty bids permit the underwriters to
reclaim a selling concession from a dealer when the securities originally sold
by the dealer are purchased in a covering transaction to cover short positions.
Those activities may cause the price of the securities to be higher than it
would otherwise be. If commenced, the underwriters may discontinue any of the
activities at any time.
VALIDITY OF SECURITIES
The validity of the securities offered hereby will be passed upon for
us by Sandra L. Lambert, our General Counsel. Ms. Lambert has options to
purchase an aggregate of 180,008 shares of our common stock, which become
exercisable in periodic installments through October 2009. Ms. Lambert also
directly holds 2,023 shares of our common stock.
EXPERTS
Our audited financial statements and schedule incorporated by reference
in this prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included in this prospectus in reliance upon the authority of said firm as
experts in giving said reports.
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WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other documents with the
Securities and Exchange Commission. You may read and copy any document we file
with the SEC at the public reference facilities the SEC maintains at:
Room 1024, Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
and you may also obtain copies of these materials by mail from the Public
Reference Section of the SEC at:
450 Fifth Street, N.W.
Washington, D.C. 20549
at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.
The SEC also maintains a website, the address of which is
http://www.sec.gov. That site also contains our annual, quarterly and special
reports, proxy statements, information statements and other information.
This prospectus is part of a registration statement that we filed with
the SEC. The registration statement contains more information than this
prospectus regarding us and the securities, including exhibits and schedules.
You can obtain a copy of the registration statement from the SEC at any address
listed above or from the SEC's website.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate" into this prospectus information
that we file with the SEC in other documents. This means that we can disclose
important information to you by referring to other documents that contain that
information. Any information that we incorporate by reference is considered part
of this prospectus. The documents and reports that we list below are
incorporated by reference into this prospectus. In addition, all documents and
reports that we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act after the date of this prospectus are incorporated by
reference in this prospectus as of the respective filing dates of these
documents and reports. Statements contained in documents that we file with the
SEC and that are incorporated by reference in this prospectus will automatically
update and supersede information contained in this prospectus, including
information in previously filed documents or reports that have been incorporated
by reference in this prospectus, to the extent the new information differs from
or is inconsistent with the old information.
We have filed the following documents with the SEC. These documents are
incorporated herein by reference as of their respective dates of filing:
(1) Our Annual Report on Form 10-K for the year ended
December 29, 2001, as amended on Form 10-K/A filed with
the SEC on April 23, 2002;
(2) Our Quarterly Report on Form 10-Q for the quarter ended
March 30, 2002;
(3) All our filings pursuant to the Securities Exchange Act
after the date of filing the initial registration
statement and prior to the effectiveness of the
registration statement;
(4) The description of our common stock contained in our
registration statement on Form 8-A/A filed with the SEC
on September 20, 2001, including any amendments or reports
filed for the purpose of updating that description; and
(5) The description of our Rights to purchase common stock
contained in our registration statement on Form 8-A/A
filed with the SEC on September 20, 2001, including any
amendments or reports filed for the purpose of updating
that description.
You may request, orally or in writing, a copy of these documents, which
will be provided to you at no cost, by contacting:
Kadant Inc.
One Acton Place, Suite 202
Acton, Massachusetts 01720
Attention: Investor Relations
Telephone: 978-776-2000
You should rely only on the information contained in this prospectus,
including information incorporated by reference as described above, or any
prospectus supplement or that we have specifically referred you to. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of those documents or
that any document incorporated by reference is accurate as of any date other
than its filing date. You should not consider this prospectus to be an offer or
solicitation relating to the securities in any jurisdiction in which such an
offer or solicitation relating to the securities is not authorized. Furthermore,
you should not consider this prospectus to be an offer or solicitation relating
to the securities if the person making the offer or solicitation is not
qualified to do so, or if it is unlawful for you to receive such an offer or
solicitation.
14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses to be incurred in
connection with the registration of the securities being registered hereby, all
of which will be borne by Kadant Inc. All amounts shown are estimates except the
SEC registration fee.
SEC registration fee............................................... $ 2,760
Transfer agent's fees and expenses................................. 5,000
Printing and engraving expenses.................................... 20,000
Legal fees and expenses............................................ 20,000
Accounting fees and expenses....................................... 5,000
Miscellaneous...................................................... 7,320
-------
Total expenses............................................ $60,080
=======
Item 15. Indemnification of Directors and Officers.
Article SEVENTH of our restated certificate of incorporation provides
that no director of our company shall be personally liable for any monetary
damages for any breach of fiduciary duty as a director, except to the extent
that the Delaware General Corporation Law prohibits the elimination or
limitation of liability of directors for breach of fiduciary duty.
Article EIGHTH of our restated certificate of incorporation provides
that a director or officer of our company (a) shall be indemnified by our
company against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred in connection with any litigation or other
legal proceeding (other than an action by or in the right of our company)
brought against him by virtue of his position as a director or officer of our
company if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of our company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful and (b) shall be indemnified by our company against all
expenses (including attorneys' fees) and amounts paid in settlement incurred in
connection with any action by or in the right of our company brought against him
by virtue of his position as a director or officer of our company if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of our company, except that no indemnification shall be made
with respect to any matter as to which such person shall have been adjudged to
be liable to us, unless a court determines that, despite such adjudication but
in view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by us against all expenses (including attorneys' fees) incurred in
connection therewith. Expenses shall be advanced to a director or officer at his
request, provided that he undertakes to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification for such
expenses.
Indemnification is required to be made unless we determine that the
applicable standard of conduct required for indemnification has not been met. In
the event of a determination by us that the director or officer did not meet the
applicable standard of conduct required for indemnification, or if we fail to
make an indemnification payment within 60 days after such payment is claimed by
such person, such person is permitted to petition the court to make an
independent determination as to whether such person is entitled to
indemnification. As a condition precedent to the right of indemnification, the
director or officer must give us notice of the action for which indemnity is
sought and we have the right to participate in such action or assume the defense
thereof.
II-1
Article EIGHTH of our restated certificate of incorporation further
provides that the indemnification provided therein is not exclusive, and
provides that in the event that the Delaware General Corporation Law is amended
to expand the indemnification permitted to directors or officers we must
indemnify those persons to the fullest extent permitted by such law as so
amended.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite an adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
We have directors and officers liability insurance for the benefit of
our directors and officers.
We have an indemnification agreement with each of our directors and
officers under which we agree to indemnify, under certain conditions, our
directors and officers against certain liabilities.
In the underwriting agreements the underwriters will agree to
indemnify, under certain conditions, our company, our directors, certain of our
officers and persons who control us within the meaning of the Securities Act,
against certain liabilities.
II-2
Item 16. Exhibits and Financial Statement Schedules.
EXHIBIT NUMBER DESCRIPTION
1.1 The form or forms of equity underwriting agreement
will be filed as an exhibit(s) to a Current Report of
the Registrant on Form 8-K and incorporated herein by
reference.
3.1* Restated Certificate of Incorporation of the Registrant
3.2* Amended and Restated By-Laws of the Registrant
4.1 Specimen common stock certificate
4.2 The form or forms of any warrant to purchase common stock
issued hereunder will be filed as an exhibit(s) to a
Current Report on Form 8-K of the Registrant and
incorporated herein by reference.
4.3** Rights Agreement, dated as of July 16, 2001, between
the Registrant and American Stock Transfer & Trust
Company, which includes as Exhibit A the Form of
Certificate of Designations, as Exhibit B the Form of
Rights Certificate and as Exhibit C the Summary of
Rights to Purchase the Preferred Stock.
5.1 Opinion of Sandra L. Lambert, Esq.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Sandra L. Lambert, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-5 of this Registration Statement)
* Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2001.
** Incorporated by reference from the Registrant's Current Report on Form 8-K
filed with the SEC on July 17, 2001.
Item 17. Undertakings.
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii) 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;
II-3
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the 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.
The 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 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 the time shall be deemed to be the initial bona
fide offering thereof.
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 indemnification provisions described herein, 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.
II-4
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Acton, Commonwealth of Massachusetts, on May 10,
2002.
KADANT INC.
By: /s/ William A. Rainville
------------------------------------
William A. Rainville
Chairman and Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of Kadant Inc., hereby
severally constitute William A. Rainville, Thomas M. O'Brien, Jonathan W.
Painter and Sandra L. Lambert and each of them singly, our true and lawful
attorneys with full power to any of them, and to each of them singly, to sign
for us and in our names in the capacities indicated below the Registration
Statement on Form S-3 filed herewith and any and all pre-effective and
post-effective amendments to said Registration Statement and any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and to file the same with all exhibits thereto, and the other
documents in connection therewith, with the Securities and Exchange Commission,
and generally to do all such things in our name and behalf in our capacities as
officers and directors to enable Kadant Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
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 and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ William A. Rainville Chairman, President, Chief Executive Officer and May 10, 2002
---------------------------
William A. Rainville Director (Principal Executive Officer)
/s/ Thomas. M. O'Brien Executive Vice President and Chief Financial May 10, 2002
------------------------------------
Thomas M. O'Brien Officer (Principal Financial Officer)
/s/ Michael J. McKenney Vice President, Finance (Principal Accounting May 10, 2002
---------------------------
Michael J. McKenney Officer)
/s/ John M. Albertine Director May 10, 2002
------------------------------------
John M. Albertine
/s/ John K. Allen Director May 10, 2002
---------------------------
John K. Allen
/s/ Francis L. McKone Director May 10, 2002
------------------------------------
Francis L. McKone
/s/ Donald E. Noble Director May 10, 2002
------------------------------------
Donald E. Noble
II-5