UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
September 26, 2005 (September 26, 2005)
Kaman Corporation
(Exact name of registrant as specified in its charter)
Connecticut
(State or other jurisdiction of incorporation)
0-1093 06-0613548
(Commission File Number) (IRS Employer
Identification No.)
1332 Blue Hills Avenue,
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)
(860) 243-7100 Registrant's
telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[x] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01. Other Events.
On September 26, 2005, the Company announced that the Court
has set a trial date of October 7, 2005 in connection with the litigation
brought by Mason Capital, Ltd. concerning whether the Company's proposed
recapitalization requires the approval by a "supermajority" vote of the holders
of two thirds of the Company's Class B common stock not owned by parties to the
recapitalization agreement. The Company will hold the special meetings of its
Class A and Class B shareholders as scheduled on October 11, 2005. However, in
order to allow for a judicial determination without undue consideration to the
timing of the meetings, the Company will delay closing of the proposed
recapitalization transaction until the Court issues a decision in the case.
A copy of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference.
Further detail on the proposed recapitalization and
recapitalization agreement can be found in the recapitalization agreement, which
was filed as Exhibit 2.1 to a Form 8-K filed by the Company on June 8, 2005 and
proxy statement, which was filed on September 2, 2005 and mailed to shareholders
shortly thereafter
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit 99.1 Press Release, dated September 26, 2005
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/ Robert M. Garneau
-------------------------
Robert M. Garneau
Executive Vice President and
Chief Financial Officer
Dated: September 26, 2005
INDEX TO EXHIBITS
Exhibit 99.1 Press Release, dated September 26, 2005