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As filed with the Securities Registration No. 333-___________
and Exchange Commission on December 20, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________________
KENNAMETAL INC.
Pennsylvania 25-0900168
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
Route 981 at Westmoreland County Airport
P.O. Box 231
Latrobe, Pennsylvania 15650
(Address of principal executive offices)
___________________________________________
KENNAMETAL
THRIFT PLAN
(Full title of the plan)
___________________________________________
David T. Cofer, Vice President, Secretary
and General Counsel
Kennametal Inc.
Route 981 at Westmoreland County Airport
P.O. Box 231
Latrobe, Pennsylvania 15650
(Name and address of agent for service)
412-539-5206
(Telephone number of agent for service)
Copies of communications to:
Ronald Basso, Esquire
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
412-562-3943
___________________________________________
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to Be Proposed Proposed Amount of
To Be Registered Registered(1) Maximum Maximum Registration
Offering Aggregate Fee(2)
Price Per Offering
Share(2) Price(2)
Capital Stock (par value 1,000,000 $35.4375 $35,437,500 $10,739
$1.25 per share)
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). Such price, which is the average of the high and low
sales prices for the Common Stock on the New York Stock Exchange, as
reported in The Wall Street Journal, Midwest Edition, on December 17,
1996, has been determined in accordance with Rule 457(c).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the Kennametal Thrift Plan (the
"Plan"). Kennametal Inc. (the "Corporation" or the "Registrant") is
incorporated in the Commonwealth of Pennsylvania.
Item 3. Incorporation of Documents by Reference
The Corporation hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (d) below. The
Corporation also incorporates by reference, from the date of filing of such
documents, all documents subsequently filed by it pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Securities
Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold:
(a) The latest annual report of the Corporation filed pursuant to
Section 13(a) or 15(d) under the Securities Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above;
(c) The description of the Capital Stock of the Corporation
contained in the Corporation's registration statement filed under Section 12
of the Securities Exchange Act, including any amendment or report filed for
the purpose of updating such description; and
(d) The Kennametal Thrift Plan Annual Report on Form 11-K for the
fiscal year ended June 30, 1996, which is being filed concurrent with this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Pennsylvania statutory law regarding directors and officers insurance
and indemnification is embodied in Subchapter D (Sections 1741 through 1750)
of the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL").
Section 1741 (relating to third party actions) and 1742 (relating to
derivative actions) of the BCL provide that, unless otherwise restricted by
its bylaws, a business corporation shall have the power to indemnify any
person who is made a party to a third-party or derivative action,
respectively, by reason that such person is or was a representative of the
corporation. The BCL defines representative to mean a director, officer,
employee or agent thereof (a "Representative"). The sections further state
that the corporation is authorized to indemnify the Representative against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
the action. However, the Representative must have acted in good faith and
with a reasonable belief that his or her actions were in the best interests,
or not opposed to the best interests, of the corporation; and with respect to
any criminal proceeding, the Representative must have had no reasonable cause
to believe his or her conduct was unlawful.
Section 1743 of the BCL provides mandatory indemnification for a
Representative if he or she succeeds on the merits or otherwise in the defense
of any claim or action. The corporation must indemnify him or her to the
extent of his or her actual and reasonable expenses (including attorney's
fees) in connection with the claim or action.
Section 1746(a) states that the statutory rights of indemnification
shall not be deemed exclusive of any other rights to which a person might be
entitled under any bylaw, agreement, or otherwise. However, 1746(b) forbids
indemnification to be made in any case where the act or failure to act giving
rise to the claim is determined by a court to be willful misconduct or
recklessness. A corporation may not provide indemnification in the case of
willful misconduct or recklessness.
The BCL, in Section 1747, also authorized corporations to purchase
and maintain insurance on behalf of a Representative, whether or not the
corporation would have the power to indemnify him or her. Such insurance is
declared to be consistent with Pennsylvania's public policy.
Article IX, Section 1 of the Corporation's bylaws provides that a
director shall not be personally liable for monetary damages for any action
taken or failed to be taken unless the director has breached or failed to
perform the duties of his office and such breach or failure to perform
constitutes self-dealing willful misconduct or recklessness. A director's
criminal or tax liability is not limited by the foregoing provision.
Section 2 of Article IX of the Corporation's bylaws requires the
Corporation to indemnify any director or officer who is involved in any
action, suit or proceeding, whether, civil, criminal, administrative or
investigative, unless a court determines that such director or officer's
conduct constituted willful misconduct or recklessness. However, the
Corporation will indemnify a director or officer who initiates an action only
if the action was authorized by the board of directors. The right to
indemnification conferred by this bylaw includes payment of all reasonable
expenses, including attorney's fees, and any liability and loss. The bylaws
further provide that any director or officer who is entitled to
indemnification but is not paid in full by the Corporation within forty-five
(45) days after a written claim, may bring suit against the Corporation; and
if the director or officer succeeds, in whole or in part, he or she shall be
entitled to be paid also the expense of prosecuting such claim.
The Corporation has entered into indemnification contracts with
directors and officers of the Corporation which entitle them to full
indemnification in accordance with the BCL and the Corporation's bylaws.
Also, pursuant to the indemnification contracts, the Corporation is obligated
to purchase and maintain directors and officers' liability insurance.
Accordingly, the Corporation provides insurance contracts which insure its
directors and officers, within the limits and subject to the limitations of
the policies, against certain expenses and liabilities which have been
incurred by, or resulted from, any actions, suits or proceedings to which they
are parties by reason of being or having been directors or officers of the
Corporation.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following is a list of exhibits filed as part of this
Registration Statement, which are incorporated herein:
5.01 Internal Revenue Service determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code
23.01 Consent of Independent Public Accountants
Item 9. Undertakings
(a) 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 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.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that 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.
(b) The undersigned 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 Section 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 that time shall be
deemed to be the initial bona fide offering thereof.
(c) 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 provisions described in Item 6 of this
Registration Statement, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Unity Township, Westmoreland County,
Commonwealth of Pennsylvania, on the 20th day of December, 1996.
KENNAMETAL INC.
By: /s/ DAVID T. COFER
---------------------------
Authorized Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 20, 1996.
Signature Capacity
---------- --------
/s/ ROBERT L. MCGEEHAN Director, President
- ------------------------------- and Chief Executive Officer
Robert L. McGeehan
/s/ RICHARD J. ORWIG Vice President
- ------------------------------- and Chief Administrative and Financial
Richard J. Orwig Officer
/s/ PETER B. BARTLETT Director
- -------------------------------
Peter B. Bartlett
/s/ WARREN H. HOLLINSHEAD Director
- -------------------------------
Warren H. Hollinshead
/s/ RICHARD C. ALBERDING Director
- -------------------------------
Richard C. Alberding
/s/ QUENTIN C. MCKENNA Director
- -------------------------------
Quentin C. McKenna
/s/ WILLIAM R. NEWLIN Director
- -------------------------------
William R. Newlin
/s/ LARRY YOST Director
- -------------------------------
Larry Yost
/s/ A. PETER HELD Director
- -------------------------------
A. Peter Held
/s/ ALOYSIUS T. MCLAUGHLIN, JR. Director
- -------------------------------
Aloysius T. McLaughlin, Jr.
/s/ JAMES R. BREISINGER Controller
- -------------------------------
James R. Breisinger
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the plan administrator of the Kennametal Thrift Plan has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Unity Township, Westmoreland County,
Commonwealth of Pennsylvania on the 20th day of December, 1996.
KENNAMETAL THRIFT PLAN
By: Kennametal Inc., Trustee
By: /s/ AMY DOVERSPIKE
----------------------------------
Amy Doverspike, Plan Administrator
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5.01 Internal Revenue Service Determination Letter
23.01 Consent of Independent Public Accountants
EXHIBIT 5.01
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-0000
Employer Identification Number:
Date: Apr. 23, 1996 25-0900168
File Folder Number:
KENNAMETAL INC. 521052803
C/O ROBERT A. JOHNSON, ESQ. Person to Contact:
BUCHANAN INGERSOLL P.C. EP/EO CUSTOMER SERVICE UNIT
600 GRANT STREET, 57TH FLOOR Contact Telephone Number:
PITTSBURGH, PA 15219 (410) 962-6058
Plan Name:
KENNAMETAL THRIFT PLAN
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated June 30, 1995. The proposed
amendments should be adopted on or before the date prescribed by the
regulations under Code section 401(b).
This plan has been mandatorily disaggregated, permissibly aggregated, or
restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise
specified in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
District Director
Enclosure(s)
Publication 794
Addendum
This plan meets the requirements of Code sections 401(a) and 401(k).
This determination letter is applicable to all members of the Controlled Group
as listed in the attachment to your application.
EXHIBIT NO. 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
December 13, 1996, included in the Form 11-K covering the Kennametal Thrift
Plan for the year ended June 30, 1996, our reports dated July 22, 1996,
included (or incorporated by reference) in Kennametal Inc.'s Form 10-K for the
year ended June 30, 1996, and all references to our firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
- -----------------------
Arthur Andersen LLP
Pittsburgh, Pennsylvania
December 19, 1996