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 11, 2005
Kennametal Inc.
(Exact Name of Registrant as Specified in Its Charter)
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
| Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. | ||||||||
| Regulation FD Disclosure | ||||||||
| Financial Statements and Exhibits | ||||||||
| EXHIBIT 99.1 | ||||||||
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(b) On January 11, 2005, Kathleen J. Hempel advised Kennametal Inc. (the “Company”) that she will resign from the Company’s Board of Directors effective January 21, 2005. Ms. Hempel’s departure is not a result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
Item 7.01 Regulation FD Disclosure
On January 14, 2005, the Company issued a press release announcing its anticipated results for its fiscal year 2005 second quarter ended December 31, 2004 and updating previously-announced guidance on its results for the full 2005 fiscal year.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated January 14, 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 thereunto duly authorized.
| KENNAMETAL INC. Registrant |
||||
| Date: January 14, 2005 | By: | /s/ Timothy A. Hibbard | ||
| Timothy A. Hibbard | ||||
| Corporate Controller and Chief Accounting Officer |
||||