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): November 22, 2004
KADANT INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11406 52-1762325
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
One Acton Place
Acton, Massachusetts 01720
(Address of Principal Executive Offices) (Zip Code)
(978) 776-2000
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 filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications 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))
KADANT INC.
Item 2.05 Costs Associated with Exit or Disposal Activities.
On November 22, 2004, Kadant Inc. (the "Company") issued a press
release announcing approval on November 18, 2004, of a proposed restructuring of
the Company's Kadant Lamort subsidiary, based in Vitry-le-Francois, France. This
restructuring was initiated to strengthen Kadant Lamort's competitive position
in the European paper industry. Under French law, the proposed restructuring
requires consultation with Kadant Lamort's workers' council, which consists of
employees and trade union representatives, before implementation. The
restructuring primarily includes the reduction of 136 full-time positions in
France, and is expected to be implemented over the next six months. The Company
estimates that it will accrue a restructuring charge for severance and
associated costs of the workforce reduction of between $6 million and $10
million in the fourth quarter of 2004 and that these costs will result in cash
expenditures within the next twelve months. The Company is also evaluating the
effects of this restructuring on the retirement plan at Kadant Lamort and will
record an adjustment to the associated liability, if any, consistent with
accounting principles generally accepted in the United States.
The foregoing summary description of the content of the press release
is qualified in its entirety by reference to the press release, the full text of
which is attached as an exhibit to this Form 8-K.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: Except for historical
information, the matters discussed in this filing on Form 8-K are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, as amended. Forward-looking statements, including
without limitation the Company's intentions, beliefs, expectations and
predictions, involve risks and uncertainties which may cause actual results to
differ materially from those discussed herein. These include forward-looking
statements regarding the potential improvement or recovery of the paper
industry; our projected operations; the future performance of our businesses;
the estimated size, cost, and timing of the implementation of the restructuring;
estimated annualized savings from the restructuring; and future profitability
and competitiveness of the French operation. These risks and uncertainties are
detailed by the Company in its filings with the Unites States Securities and
Exchange Commission ("SEC"), including without limitation its most recent filing
on Form 10-Q for the period ended October 2, 2004. These include risks and
uncertainties relating to our dependence on the pulp and paper industry;
international sales and operations; competition; ability to manufacture and
distribute composite building products, and the seasonality in sales and the
long-term performance of such products; availability of raw materials and
exposure to commodity price fluctuations related to the manufacture of composite
and fiber-based products; acquisition strategy; protection of patents and
proprietary rights; fluctuations in quarterly operating results; and
anti-takeover provisions. You are strongly urged to review all such filings for
more detailed discussion of such risks and uncertainties. The Company's SEC
filings are readily obtainable at no charge at www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
No. Description
--- -----------
99.1 Press Release dated November 22, 2004
<
2
>
KADANT INC.
SIGNATURE
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.
KADANT INC.
Date: November 22, 2004 By: /s/ Thomas M. O'Brien
--------------------------------------------------
Thomas M. O'Brien
Executive Vice President, Chief Financial Officer,
and Treasurer
3