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As filed with the Securities and Exchange Commission on April 29, 1999
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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KENNAMETAL INC.
1999 STOCK PLAN
(Full title of the plan)
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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
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CALCULATION OF REGISTRATION FEE
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Title of Securities To Be Amount to Be Proposed Maximum Proposed Maximum Amount of
Registered(1) Registered Offering Price Aggregate Offering Price Registration Fee
Per Share
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Capital Stock (par value $1.00 per 600,000 23.78125 14,268,750 3,966.71
share)
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(1) 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 prices for
the Common Stock on the New York Stock Exchange, as reported in The Wall Street
Journal, Midwest Edition, on April 28, 1999, has been determined in accordance
with Rule 457(c).
(2) In accordance with Rule 457(h) such price is the price at which the options
with respect to such shares may be exercised.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
- ---------
*The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as a part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
ITEM 2. COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated herein
by reference in Item 3 of Part II of this Registration Statement (which
documents are incorporated by reference in this Section 10(a) Prospectus) and
other documents required to be delivered to eligible employees pursuant to Rule
428(b) or additional information about the Kennametal Stock Option and Incentive
Plan of 1999 and its administrators are available without charge by contacting:
Kennametal Inc.
Route 981 at Westmoreland County Airport
P.O. Box 231
Latrobe, PA 15650-0231
(412) 539-5206
Attn: David T. Cofer, Esquire
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the Kennametal Inc. 1999 Stock
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 (c) below. The Corporation also
incorporates by reference, from the date of filing of such documents, all
documents subsequently filed by it pursuant to
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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 Exchange 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; and
(c) The description of the Common 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Buchanan Ingersoll Professional Corporation ("BIPC"), counsel for the
Corporation, is issuing an opinion to the Corporation in connection with this
Registration Statement regarding the legality of the securities being
registered. Mr. William R. Newlin, the Managing Director and a shareholder of
BIPC, is the Chairman of the Board of the Corporation. As of April 28, 1999,
BIPC, and all attorneys of BIPC who may be deemed to be substantively involved
in this Registration Statement, did not beneficially own any shares of the
Capital Stock of the Corporation.
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
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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 also be paid 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
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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:
4.01 Amended and Restated Articles of Incorporation, as Amended, of
the Registrant (incorporated herein by reference to Exhibit
3.1 of the Corporation's September 30, 1994 Form 10-Q)
4.02 Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.1 of the Corporation's March 31, 1991 Form 10-Q,
Commission File No. 1-5318, docket entry date - May 14, 1991)
4.03 Rights Agreement dated October 25, 1990 (incorporated herein
by reference to Exhibit 4 of the Corporation's Form 8-K for
the event dated October 23, 1990, Commission File No.
1-5318, docket entry date - November 1, 1990)
5.01 Opinion of Buchanan Ingersoll Professional Corporation
(filed herewith)
23.01 Consent of Arthur Andersen LLP (filed herewith)
23.02 Consent of Buchanan Ingersoll Professional Corporation
(contained in opinion filed as Exhibit 5.01)
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.
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(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.
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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 26th day of April, 1999.
KENNAMETAL INC.
By: /s/ David T. Cofer
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Authorized Officer
Vice President, Secretary
and General Counsel
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 April 26, 1999.
Signature Capacity
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/s/ Robert L. McGeehan Director, President
- ------------------------------- and Chief Executive Officer
Robert L. McGeehan
/s/ James R. Breisinger Vice President
- ------------------------------- and Chief Financial Officer
James R. Breisinger
/s/ Peter B. Bartlett Director
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Peter B. Bartlett
/s/ Warren H. Hollinshead Director
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Warren H. Hollinshead
/s/ Richard C. Alberding Director
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Richard C. Alberding
/s/ Timothy S. Lucas Director
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Timothy S. Lucas
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Signature Capacity
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/s/ William R. Newlin Director
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William R. Newlin
/s/ Larry Yost Director
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Larry Yost
/s/ A. Peter Held Director
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A. Peter Held
/s/ Aloysius T. McLaughlin, Jr. Director
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Aloysius T. McLaughlin, Jr.
/s/ Frank P. Simpkins Controller
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Frank P. Simpkins
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.01 Amended and Restated Articles of Incorporation, as
Amended, of the Registrant (incorporated herein by
reference to Exhibit 3.1 of the Corporation's
September 30, 1994 Form 10-Q)
4.02 Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.1 of
the Corporation's March 31, 1991 Form 10-Q, Commission File No. 1-5318,
docket entry date - May 14, 1991)
4.03 Rights Agreement dated October 25, 1990 (incorporated
herein by reference to Exhibit 4 of the Corporation's
Form 8-K for the event dated October 23, 1990,
Commission File No. 1-5318, docket entry date -
November 1, 1990)
5.01 Opinion of Buchanan Ingersoll Professional Corporation (filed herewith)
23.01 Consent of Arthur Andersen LLP (filed herewith)
23.02 Consent of Buchanan Ingersoll Professional Corporation (contained in opinion
filed as Exhibit 5.01)
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EXHIBIT NO. 5.01
April 29, 1999
Board of Directors
Kennametal Inc.
Route 981 at Westmoreland County Airport
P.O. Box 231
Latrobe, PA 15650
Gentlemen:
We have acted as counsel to Kennametal Inc., a Pennsylvania corporation
(the "Corporation"), in connection with the proposed issuance by the Corporation
of up to 600,000 shares of the Corporation's capital stock, par value $1.25 per
share (the "Capital Stock"), pursuant to the terms of the Kennametal Inc. 1999
Stock Plan (the "Plan").
In connection with such proposed issuance, we have examined the Plan,
the Certificate of Incorporation of the Corporation, as amended and restated,
the By-laws of the Corporation, as amended and restated, the relevant corporate
proceedings of the Corporation, the Registration Statement on Form S-8 covering
the issuance of the shares, and such other documents, records, certificates of
public officials, statutes and decisions as we consider necessary to express the
opinions contained herein. In the examination of such documents, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to those original documents of
all documents submitted to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that when the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission and when the Capital Stock has been duly
issued and delivered pursuant to the terms of the Plan, such shares of Capital
Stock will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By:___________________________
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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 reports dated
July 21, 1998, included (or incorporated by reference) in Kennametal Inc.'s Form
10-K for the year ended June 30, 1998, and all references to our firm included
in this registration statement.
Arthur Andersen LLP
Pittsburgh, Pennsylvania
April 28, 1999
