UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-A\A
(Amendment
No. 1)
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b)
OR (g)
OF THE
SECURITIES
EXCHANGE ACT OF 1934
Kaman
Corporation
(Exact
Name of Registrant as Specified in Its Charter)
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Connecticut
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06-0613548
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(State
or Other Jurisdiction of
Incorporation)
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(IRS
Employer Identification No.)
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1332
Blue Hills Avenue, Bloomfield, Connecticut
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06002
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
To
be so registered
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Name
of each exchange on
which
each
class is to be
registered
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| None | ||
If
this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. o
If
this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. x
Securities
Act registration statement file number to which this form relates:
______________________ (if applicable)
Securities
to be registered pursuant to Section 12(g) of the Act:
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Common
Stock
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(Title
of class)
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(Title
of
class)
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-1-
EXPLANATORY
STATEMENT
On
May 3,
1965, the registrant, then known as Kaman Aircraft Corporation, filed a Form
8-A, dated April 26, 1965, for the purpose of registering its Class A Common
Stock and 6% Convertible Subordinated Debentures Due 1974 pursuant to Section
12(g) of the Securities Exchange Act of 1034 (the “Act”). On November 3, 2005,
the terms of the Class A Common Stock were amended, including a change in the
designation of the class from Class A Common Stock to Common Stock. This
Amendment No. 1 to Form 8-A\A is filed for the purpose of updating the
description of the registrant’s Common Stock and deleting the reference to its
6% Convertible Subordinated Debentures Due 1974, none of which remain
outstanding.
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1.
Description of Registrant’s Securities to be Registered.
The
description of the registrant’s Common Stock under the heading “Description of
Common Stock” set forth at pages 59 to 62 of the registrant’s prospectus/proxy
statement dated September 2, 2005, as filed with the Securities and Exchange
Commission on September 2, 2005 pursuant to Rule 424(b) under the Securities
Act
of 1933, as amended, is hereby incorporated by reference in its
entirety.
The
Common Stock is traded on the Nasdaq National Market under the symbol
“KAMN”.
Item
2.
Exhibits.
The
following documents are filed as exhibits to this registration
statement:
| 1. |
Specimen
stock certificate for Common Stock.
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| 2. |
Amended
and Restated Certificate of Incorporation of Kaman Corporation is
incorporated by reference to Exhibit 3.1 to the registrant’s Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
November 4, 2005.
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| 3. |
Amended
and Restated Bylaws of Kaman Corporation are incorporated by reference
to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on November 4,
2005.
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SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to Registration Statement to
be
signed on its behalf, by the undersigned, thereunto duly
authorized.
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KAMAN
CORPORATION
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By:
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/s/
Robert M. Garneau
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Robert
M. Garneau
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Executive
Vice President and
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Chief
Financial Officer
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Date: January 27, 2006
-2-
KAMAN
CORPORATION
INDEX
TO
EXHIBITS
| Exhibit 1 | Specimen stock certificate for Common Stock. |
attached
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| Exhibit 2 |
Amended and Restated Certificate of Incorporationof
Kaman Corporation is incorporated by reference to Exhibit 3.1 to
the
registrant’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 4, 2005.
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by
reference
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| Exhibit 3 | Amended and Restated Bylaws of Kaman Corporation are incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2005. |
by
reference
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-3-
Exhibit
1
KAMAN
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NUMBER
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KAMAN
CORPORATION
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SHARES
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KC
231237
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INCORPORATED
UNDER THE LAWS OF THE
STATE OF CONNECTICUT
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COMMON
STOCK
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COMMON
STOCK
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CUSIP
483548 10 3
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SEE
REVERSE FOR
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| THIS CERTIFIES THAT |
CERTAIN
DEFINITIONS
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is
the
owner of
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SHARES
OF COMMON STOCK OF THE PAR VALUE OF
ONE DOLLAR ($1) EACH OF
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KAMAN
CORPORATION transferable only on the books of the Corporation by
the
holder hereof in person or by attorney upon surrender of this certificate
properly endorsed. A full or summary statement of (i) the
designations, terms, limitations, and relative rights and preferences
of
shares of the Preferred Stock and Common Stock of the Corporation,
(ii) the variations in the relative rights and preferences between
shares
of each series of the Preferred Stock so far as they shall have
been fixed
and determined, and (iii) the authority of the Board of Directors
of the
Corporation to fix and determine the relative rights and preferences
of
subsequent series of the Preferred Stock, will be furnished to
any
stockholder of this Corporation upon request and without charge
upon
application to the Secretary of the office of the Corporation in
Bloomfield, Connecticut. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the
Registrar.
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COUNTERSIGNED
AND REGISTERED:
MELLON INVESTOR SERVICES LLC (Jersey
City, NJ)
TRANSFER
AGENT
AND
REGISTRAR
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IN
WITNESS WHEREOF, the Corporation has caused this certificate to be
signed
by the facsimile signatures of its duly authorized officers and the
facsimile of its corporate seal to be hereunto affixed.
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AUTHORIZED
SIGNATURE
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Dated
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/s/ Robert
M. Garneau
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/s/ Paul
R. Kuhn
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| SEAL |
EXECUTIVE
VICE PRESIDENT
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PRESIDENT
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AND
CHIEF FINANCIAL OFFICER
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CHIEF
EXECUTIVE OFFICER
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The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they
were
written out in full according to applicable laws or regulations:
| TEN COM |
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as tenants in common
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UNIF
GIFT MIN ACT ...................Custodian…………………..
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| TEN ENT |
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as tenants by the entireties
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(Cust) (Minor)
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| JT TEN |
-
as joint tenants with right
of
survivorship and not as
tenants
in common
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under
Uniform Gifts to Minors
Act
……………………………………..
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(State)
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Additional
abbreviation may also be used though not in the above
list.
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For
value
received,…...........................hereby sell, assign and transfer
unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING
NUMBER OF ASSIGNEE
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………………………………………
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……………………………………………………………………….........................
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NOTICE:
The signature
to
this assignment must
correspond
with the
name
as written upon the
face
of the Certificate, in
every
particular, without
alteration
or enlargement,
or
any change whatever.
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Please
print or typewrite name and address including postal zip code
of
assignee
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……………………………………………………………………….........................
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……………………………………………………………………….........................
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………………………………………………………………………........................
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of
the capital stock represented by the within Certificate, and
do
hereby
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irrevocably
constitute and appoint ………………………………………………..
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……………………………………………………………………………………........
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Attorney
to transfer the said stock on the books of the within-named Corporation
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with
full power of substitution in the premises.
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Dated,……………………………….
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……………………………………………………………
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SIGNATURE
GUARANTEED:
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THE
SIGNATURES(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION
(BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH
MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT
TO
S.E.C. RULE
17Ad-15.
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