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): February 22, 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 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)) |
1
Item
1.01 Entry
into a Material Definitive Agreement
| a) | On February 22, 2005, the Personnel and Compensation Committee of the Kaman Corporation Board of Directors granted non-statutory stock options pursuant to the Kaman Corporation 2003 Stock Incentive Plan, as amended (the "Plan"), to the following executive officers: |
|
Robert
M. Garneau |
Executive
Vice President and Chief Financial Officer, Kaman
Corporation |
30,000
Class A shares |
|
Russell
H. Jones |
Senior
Vice President and Chief Investment Officer, Kaman
Corporation |
15,000
Class A shares |
Please
refer to the Plan for a description of the terms of the grants. The Plan has
been filed with the Securities and Exchange Commission as exhibit 10a to Form
10-K for the year ended December 31, 2003 filed on March 5, 2004, Document No.
0000054381-04-000032.
|
b) |
In
a Form 8-K filed on November 10, 2004 as Document No. 0000054381-04-000081,
the corporation reported that (i) a new Performance Period
of three years under the Long Term Incentive program feature of the
corporation's 2003 Stock Incentive Plan had been approved by the
Personnel and Compensation Committee (the "Committee") of the Board
of Directors on November 9, 2004, and (ii) on the same date the
Committee had approved the individuals participating in the new
Performance Period, which individuals were named in the Form 8-K.
|
|
On
February 22, 2005, the Committee approved the criteria that will be used
to measure the corporation's performance during the Performance
Period, which consist of average return on total capital, growth in
earnings per share, and total return to shareholders. The
corporation's performance will be measured on a relative basis against the
performance of the Russell 2000 index companies for the Performance
Period, using the performance measures described in the preceding
sentence. |
Item
9.01 Financial
Statements and Exhibits.
None.
2
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 | ||
Date:
February 24, 2005
3
KAMAN
CORPORATION AND SUBSIDIARIES
Index to
Exhibits
|
None. |
4