SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 14, 2002
Kadant Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11406 52-1762325
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
One Acton Place, Suite 202
Acton, Massachusetts 01720
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (978) 776-2000
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
On May 17, 2002, the Securities and Exchange Commission (the
"Commission") declared effective the Registration Statement on Form S-3 (File
No. 333-88018) (the "Registration Statement") of Kadant Inc. (the "Company"),
which permits the Company to issue up to an aggregate of $30,000,000 of common
stock and warrants. The prospectus dated May 17, 2002 included in the
Registration Statement is referred to as the "Prospectus".
On June 14, 2002, the Company issued a press release announcing that
it sold on an agency basis 1,300,000 shares of the Company's common stock at a
price to the public of $14.62 per share (the "Shares"). J.P. Morgan Securities
Inc. acted as placement agent. A copy of the press release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
The Company will file with the Commission on June 14, 2002 the
Prospectus, together with a supplement to the Prospectus, dated June 14, 2002,
relating to the issuance and sale of the Shares. In connection with the filing
of the Prospectus and Prospectus Supplement with the Commission and the offering
of the Shares, the Company is filing the Placement Agency Agreement relating
thereto as part of this Current Report on Form 8-K as Exhibit 1.1 and a legal
opinion of Sandra L. Lambert, the Company's General Counsel, relating to the
Shares as part of this Current Report on Form 8-K as Exhibit 5.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit 1.1 - Placement Agency Agreement dated June
14, 2002, by and between Kadant Inc. and
J.P. Morgan Securities Inc.
Exhibit 5.1 - Opinion of Sandra L. Lambert, Esq.
Exhibit 23.1 - Consent of Sandra L. Lambert, Esq.
(included in Exhibit 5.1)
Exhibit 99.1 - Press Release, dated June 14, 2002
SIGNATURE
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.
Date: June 14, 2002 KADANT INC.
By: /s/ Thomas M. O'Brien
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Thomas M. O'Brien
Executive Vice President, Chief
Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit No. Exhibit
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1.1 Placement Agency Agreement dated June 14, 2002, by and
between Kadant Inc. and J.P. Morgan Securities Inc.
5.1 Opinion of Sandra L. Lambert, Esq.
23.1 Consent of Sandra L. Lambert, Esq. (included in Exhibit 5.1)
99.1 Press Release, dated June 14, 2002