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 3, 2005
(November 3, 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 November 3, 2005, the Company announced that, in
connection with the previously disclosed litigation concerning its proposed
recapitalization, all the parties have agreed to end the litigation. To
accomplish that, joint motions have been filed with the court requesting
dismissal of the litigation and dissolution of an injunction issued by the
court on October 31, 2005 in connection with its ruling in favor of the
company that would otherwise prevent the company from closing the proposed
recapitalization until December 1, 2005. Once the court has dismissed the
litigation and dissolved the injunction, the company intends to close the
recapitalization as soon as possible.
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, proxy statement, which was filed on September 2, 2005 and mailed to
shareholders shortly thereafter and prospectus supplement, which was filed on
September 30 and mailed to shareholders shortly thereafter.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
--------
Exhibit 99.1 Press Release, dated November 3, 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: November 3, 2005
INDEX TO EXHIBITS
Exhibit 99.1 Press Release, dated November 3, 2005