UNITED STATES 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): December 6, 2005
Kennametal Inc.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation)
| |
|
|
| 1-5318
|
|
25-0900168 |
| (Commission File Number)
|
|
(IRS Employer Identification No.) |
World Headquarters
1600 Technology Way
P.O. Box 231
Latrobe, Pennsylvania 15650-0231
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (724) 539-5000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement and
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On December 6, 2005, the Kennametal Inc. (the “Company”) Board of Directors appointed Markos I.
Tambakeras as Executive Chairman of the Company and accepted his resignation as President and Chief
Executive Officer of the Company, both effective as of January 1, 2006. In connection therewith, the
Company and Mr. Tambakeras entered into an Amended and Restated Executive Employment Agreement, a
copy of which is attached hereto as Exhibit 10.1.
Also on December 6, 2005, the Company appointed Carlos M. Cardoso as the Company’s President and
Chief Executive Officer of the Company, effective January 1, 2006. In connection with that
promotion, Mr. Cardoso entered into an amendment to his current employment agreement with the
Company, a copy of which is attached hereto as Exhibit 10.2. In connection with such appointment,
it is expected that Mr. Cardoso will join the Board of Directors of the Company on January 1, 2006
or as soon as practicable thereafter.
Mr. Cardoso has been an Executive Vice President and Chief Operating Officer of the Company since
January 2005. He also served as the Company’s Vice President and President, Metalworking Solutions
and Services Group from April 2003 to December 2004. He was formerly the President of the Pump
Division of Flowserve Corporation (a manufacturer of flow management products and services) from
August 2001 to March 2003 and Vice President and General Manager, Engine Systems and Accessories,
of Honeywell International, Inc. (formerly Allied Signal, Inc., a diversified technology and
manufacturing company) from March 1999 to August 2001.
Item 9.01 Financial Statements and Exhibits
| 10.1 |
|
Amended and Restated Executive Employment Agreement of Markos I. Tambakeras dated December 6, 2005 |
| |
| 10.2 |
|
Amendment to Employment Agreement of Carlos M. Cardoso dated December 6, 2005 |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
|
|
|
|
|
|
| |
|
KENNAMETAL INC. |
|
|
|
|
|
|
|
|
|
Date: December 9, 2005
|
|
By:
|
|
/s/ David W. Greenfield |
|
|
|
|
|
|
|
|
|
|
|
|
|
David W. Greenfield |
|
|
|
|
|
|
Vice President, Secretary and |
|
|
|
|
|
|
General Counsel |
|
|