SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 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): August 6, 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) 622-1000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On July 9, 2001, the Board of Directors of Thermo Electron Corporation
("Thermo Electron") approved a distribution (the "Distribution") to the holders
of record of the common stock of Thermo Electron on July 30, 2001 (the "Record
Holders") of all of the shares of common stock of Kadant Inc. (the "Company")
held by Thermo Electron. The Distribution is scheduled to occur on August 8,
2001 (the "Distribution Date"). The Company has filed herewith (1) a definitive
information statement providing details of the Distribution and information
about the Company and (2) a form of letter to shareholders of Thermo Electron
regarding the same. Thermo Electron expects that its distribution agent,
American Stock Transfer & Trust Company, will distribute to the Record Holders
on the Distribution Date the definitive information statement, the letter to
shareholders and certificates representing the shares of the Company's common
stock to be distributed in the Distribution.
The Company's definitive information statement dated August 6, 2001 is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The form of letter to shareholders of Thermo Electron is filed as Exhibit
99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Also filed herewith in connection with the Distribution are a Plan and
Agreement of Distribution dated August 3, 2001 between Thermo Electron
Corporation and the Company, a Tax Matters Agreement effective as of August 8,
2001 by and among Thermo Electron Corporation and the Company, and a Transition
Services Agreement dated August 3, 2001 between Thermo Electron Corporation and
the Company.
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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4.1 Certificate of Amendment to Certificate of
Incorporation of Kadant Inc.
23 Consent of Independent Public Accountants
99.1 Definitive Information Statement of Kadant Inc. dated
August 6, 2001
99.2 Form of Letter to Shareholders of Thermo Electron
Corporation
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99.3 Plan and Agreement of Distribution dated August 3,
2001 between Thermo Electron Corporation and Kadant
Inc.
99.4 Tax Matters Agreement effective as of August 8, 2001 by
and among Thermo Electron Corporation and Kadant Inc.
99.5 Transition Services Agreement dated August 3, 2001
between Thermo Electron Corporation and Kadant Inc.
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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, thereunto duly authorized, on this 6th day of August, 2001.
KADANT INC.
By: /s/ Sandra L. Lambert
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Sandra L. Lambert
Secretary
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Exhibit Index
Exhibit No. Description
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4.1 Certificate of Amendment to Certificate of Incorporation of
Kadant Inc.
23 Consent of Independent Public Accountants
99.1 Definitive Information Statement of Kadant Inc. dated August
6, 2001
99.2 Form of Letter to Shareholders of Thermo Electron Corporation
99.3 Plan and Agreement of Distribution dated August 3, 2001
between Thermo Electron Corporation and Kadant Inc.
99.4 Tax Matters Agreement effective as of August 8, 2001 by and
among Thermo Electron Corporation and Kadant Inc.
99.5 Transition Services Agreement dated August 3, 2001 between
Thermo Electron Corporation and Kadant Inc.