UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 8.01. Other Events.
On April 20, 2022, the Company announced that its Board of Directors approved a new stock repurchase program relating to the repurchase of up to $50 million of the common stock, par value $1.00 per share, of the Company (the "Stock Repurchase Program"). Any stock repurchases made pursuant to the Stock Repurchase Program may be made through open-market and privately negotiated transactions, at times and in such amounts as management deems appropriate, including pursuant to one or more Rule 10b5‑1 trading plans adopted in accordance with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934. Under a Rule 10b5-1 trading plan, the Company may repurchase its shares regardless of any subsequent possession of material nonpublic information. The Company intends to utilize the Stock Repurchase Program to limit future dilution from the issuance of shares under its employee stock plans, but the timing and actual amount of shares repurchased will depend on a variety of factors including stock price, market conditions, corporate and regulatory requirements, capital availability and other factors, including acquisition opportunities. The repurchase transactions are expected to be funded by cash on
hand, cash generated by operations and the proceeds of borrowings under the Company's revolving credit facility. The Stock Repurchase Program replaces the authorization approved in April 2015. The full text of the Company's announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this report:
| Exhibit | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101 | ||||
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/ James G. Coogan | |||||||
| James G. Coogan | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
Date: April 20, 2022
KAMAN CORPORATION ANNOUNCES $50 MILLION
SHARE REPURCHASE PROGRAM
BLOOMFIELD, Connecticut (April 20, 2022) – (NYSE:KAMN) Kaman Corporation announced today that its Board of Directors has authorized a new stock repurchase program of up to $50 million. The company intends to purchase shares to limit future dilution from the issuance of shares under its employee stock plans.
“This new repurchase authorization combined with our strong dividend reinforces our continued commitment to delivering value to our shareholders,” said Jamie Coogan, Senior Vice President and Chief Financial Officer. “It also reflects the strength of our cash flow generation and financial position. While our first priority will be to limit dilution from employee stock plans, the plan provides us with flexibility to purchase additional shares if conditions warrant.”
The method, timing, and amount of shares repurchased under the new repurchase authorization will depend on several factors, including market conditions, capital and liquidity requirements, and alternative uses for cash available. Purchases may be made in open-market transactions, block transactions on or off an exchange or in privately negotiated transactions. The new repurchase authorization replaces the authorization approved in April 2015.
About Kaman
Kaman Corporation, founded in 1945 by aviation pioneer Charles H. Kaman, and headquartered in Bloomfield, Connecticut, conducts business in the aerospace & defense, industrial and medical markets. Kaman produces and markets proprietary aircraft bearings and components; super precision, miniature ball bearings; proprietary spring energized seals, springs and contacts; complex metallic and composite aerostructures for commercial, military and general aviation fixed and rotary wing aircraft; safe and arming solutions for missile and bomb systems for the
U.S. and allied militaries; subcontract helicopter work; restoration, modification and support of our SH-2G Super Seasprite maritime helicopters; and manufacture and support of our heavy lift K-MAX® manned helicopter, the K-MAX TITAN unmanned helicopter and the KARGO UAV unmanned aerial system, a purpose built autonomous medium lift logistics vehicle. More information is available at www.kaman.com.
Kaman Corporation
Kary Bare
860.243.7485
Investor Relations
Kary.Bare@kaman.com
Kaman Corporation I 1332 Blue Hills Avenue I Bloomfield, CT 06002 USA I P: +1 860.243.7100 I F: +1 860.243.6365
I kaman.com