SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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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): July 9, 2001
Kadant Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-11406 52-1762325
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
245 Winter Street
Waltham, Massachusetts 02451
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 370-1650
Thermo Fibertek Inc.
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
Name Change and Reverse Stock Split
On June 19, 2001, Kadant Inc. (formerly Thermo Fibertek Inc.) (the
"Company"), a 91%-owned public subsidiary of Thermo Electron Corporation
("Thermo Electron"), announced that it would change the Company's corporate name
from "Thermo Fibertek Inc." to "Kadant Inc." and effect a one-for-five reverse
split of the Company's common stock pursuant to an amendment to the Company's
certificate of incorporation, as amended. As reported in a press release issued
by the Company on July 12, 2001, the name change and the reverse split became
effective as of 9:00 a.m. EDT on Thursday, July 12, 2001.
Shareholders of the Company will receive cash in lieu of fractional shares
resulting from the reverse split. The cash amount will be calculated by
multiplying $18.00 by the fractional share interest that a holder of the
Company's common stock would otherwise have been entitled to receive. The $18.00
represents the closing price per share of the Company's common stock as reported
on The American Stock Exchange on July 11, 2001, as adjusted for the reverse
split.
Shareholders of the Company will be notified by the Company's transfer
agent and exchange agent, American Stock Transfer & Trust Co., regarding the
process for receiving new certificates representing post-split shares of the
Company and reflecting the new corporate name. Convertible subordinated
debentures, options and other rights to purchase and other securities
convertible into shares of the Company's common stock will be adjusted in
accordance with their terms to reflect the reverse split.
The full text of the Company's July 12, 2001 press release is filed as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
Distribution of Kadant Shares by Thermo Electron
On July 10, 2001, the Company issued a press release announcing that the
Thermo Electron Board of Directors had approved a distribution to the holders of
record of Thermo Electron's common stock on July 30, 2001 of all of the shares
of the Company's common stock held by Thermo Electron. The distribution is
scheduled to occur on August 8, 2001 (the "Distribution Date").
The Company has filed herewith a preliminary information statement
providing details of the distribution and information about the Company. Thermo
Electron expects to distribute on the Distribution Date a definitive information
statement to holders of Thermo Electron common stock entitled to receive shares
of the Company's common stock in the distribution, together with stock
certificates representing such shares.
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The full text of the Company's July 10, 2001 press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The Company's preliminary information statement dated July 12, 2001 is
filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits:
Exhibit No. Description
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23 Consent of Independent Public Accountants
99.1 Press release dated July 10, 2001
99.2 Press release dated July 12, 2001
99.3 Preliminary Information Statement of Kadant Inc. dated
July 12, 2001
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SIGNATURE
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.
Date: July 12, 2001 KADANT INC.
By: /s/ Thomas M. O'Brien
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Thomas M. O'Brien
Executive Vice President, Finance
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EXHIBIT INDEX
Exhibit No. Description
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23 Consent of Independent Public Accountants
99.1 Press release dated July 10, 2001
99.2 Press release dated July 12, 2001
99.3 Preliminary Information Statement of Kadant Inc. dated
July 12, 2001
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