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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol (s)
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Name of each exchange on which registered
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Emerging growth company
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Item 1.01 |
Entry into a Material Definitive Agreement.
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Item 1.02. |
Termination of Material Definitive Agreements.
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Item 2.01. |
Completion of Acquisition or Disposition of Assets.
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Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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Item 3.03. |
Material Modification to Rights of Security Holders.
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Item 5.01. |
Changes in Control of Registrant.
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
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Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Item 8.01 |
Other Events
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Item 9.01 |
Financial Statements and Exhibits.
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(d) |
Exhibits
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Exhibit
No.
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Description
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Agreement and Plan of Merger, dated as of January 18, 2024, by and among Kaman Corporation, Ovation Parent, Inc., and Ovation Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K filed with the SEC on January 19, 2024 (File No. 001-35419))
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Certificate of Incorporation of Kaman Corporation
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Bylaws of Kaman Corporation
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Amended and Restated Certificate of Incorporation of Kaman Corporation
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Second Amended and Restated Bylaws of Kaman Corporation
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Second Supplemental Indenture, dated April 19, 2024, among Kaman Corporation, Ovation Parent, Inc. and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as
trustee.
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Press release of Kaman Corporation, dated April 19, 2024.
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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KAMAN CORPORATION
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By:
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/s/ Carroll K. Lane
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Carroll K. Lane
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Senior Vice President and
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Interim Chief Financial Officer
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Date: April 19, 2024
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ARTICLE I
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General
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1
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ARTICLE II
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Principal Office
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1
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ARTICLE III
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Shareholders
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1
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Section 1.
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Place of Meeting
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1
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Section 2.
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Annual Meeting
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1
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Section 3.
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Special Meetings
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1
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Section 4.
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Notice of Meetings
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1
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Section 5.
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Quorum
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2
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Section 6.
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Action; Vote Required
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2
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Section 7.
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Shareholders’ Action Without Meeting
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2
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ARTICLE IV
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Board of Directors
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2
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Section 1.
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Power of Board
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2
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Section 2.
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Number, Election and Term of Office
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2
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Section 3.
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Removal of Directors; Resignation
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3
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Section 4.
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Vacancies
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3
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ARTICLE V
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Meetings of Board of Directors
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3
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Section 1.
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Annual Meetings
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3
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Section 2.
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Regular Meetings
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3
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Section 3.
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Special Meetings
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3
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Section 4.
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Notice
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3
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Section 5.
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Quorum; Vote
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3
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Section 6.
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Director Participation in Meetings by Telephone
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4
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Section 7.
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Directors’ Action Without Meeting
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4
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ARTICLE VI
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Committees
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4
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Section 1.
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Creation
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4
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Section 2.
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Power to Act
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4
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ARTICLE VII
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Officers
|
4
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Section 1.
|
Officers; Eligibility
|
4
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Section 2.
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Term of Office and Removal
|
4
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Section 3.
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Chairman
|
5
|
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Section 4.
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Chief Executive Officer
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5
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Section 5.
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President
|
5
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Section 6.
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Vice President
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5
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Section 7.
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Secretary
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5
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Section 8.
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Chief Financial Officer
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5
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Section 9.
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Resignation
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5
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ARTICLE VIII
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Share Certificates; Seal
|
6
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Section 1.
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Share Certificates
|
6
|
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Section 2.
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Transfer of Shares
|
6
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Section 3.
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Seal
|
6
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ARTICLE IX
|
Amendments
|
6
|
Page
|
||
ARTICLE I
|
General
|
1
|
ARTICLE II
|
Principal Office
|
1
|
ARTICLE III
|
Shareholders
|
1
|
Section 1.
|
Place of Meeting
|
1
|
Section 2.
|
Annual Meeting
|
1
|
Section 3.
|
Special Meetings
|
1
|
Section 4.
|
Notice of Meetings
|
1
|
Section 5.
|
Quorum
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2
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Section 6.
|
Action; Vote Required
|
2
|
Section 7.
|
Shareholders’ Action Without Meeting
|
2
|
ARTICLE IV
|
Board of Directors
|
2
|
Section 1.
|
Power of Board
|
2
|
Section 2.
|
Number, Election and Term of Office
|
2
|
Section 3.
|
Removal of Directors; Resignation
|
2
|
Section 4.
|
Vacancies
|
3
|
Section 5.
|
Insurance
|
3
|
ARTICLE V
|
Meetings of Board of Directors
|
3
|
Section 1.
|
Annual Meetings
|
3
|
Section 2.
|
Regular Meetings
|
3
|
Section 3.
|
Special Meetings
|
3
|
Section 4.
|
Notice
|
3
|
Section 5.
|
Quorum; Vote
|
4
|
Section 6.
|
Director Participation in Meetings by Telephone
|
4
|
Section 7.
|
Directors’ Action Without Meeting
|
4
|
ARTICLE VI
|
Committees
|
4
|
Section 1.
|
Creation
|
4
|
Section 2.
|
Power to Act
|
4
|
Page | ||
ARTICLE VII
|
Officers
|
4
|
Section 1.
|
Officers; Eligibility
|
4
|
Section 2.
|
Term of Office and Removal
|
4
|
Section 3.
|
Chairman
|
4
|
Section 4.
|
President
|
5
|
Section 5.
|
Vice President
|
5
|
Section 6.
|
Secretary
|
5
|
Section 7.
|
Treasurer
|
5
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Section 8.
|
Resignation
|
5
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ARTICLE VIII
|
Share Certificates; Seal
|
5
|
Section 1.
|
Share Certificates
|
5
|
Section 2.
|
Share Legends
|
5
|
Section 3.
|
Transfer of Shares
|
6
|
Section 4.
|
Seal
|
6
|
ARTICLE IX
|
Amendments
|
6
|
KAMAN CORPORATION
|
||
By:
|
/s/ Ian K. Walsh |
Name:
|
Ian K. Walsh | |
Title:
|
Chairman, President, and Chief Executive Officer | |
OVATION PARENT, INC.
|
||
By:
|
/s/ Shyam Ravindran |
Name:
|
Shyam Ravindran | |
Title:
|
President |
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
|
||
By:
|
/s/ Philip G. Kane |
Name:
|
Philip G. Kane, Jr | |
Title:
|
Vice President |