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As filed with the Securities and Exchange Commission on October 27,
1998. Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KAMAN CORPORATION
(Exact name of issuer as specified in its charter)
Connecticut 06-0613548
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Blue Hills Avenue, Bloomfield, CT 06002
(Address of Principal Executive Offices)
KAMAN CORPORATION 1993 STOCK INCENTIVE PLAN
(Full title of the plan)
Candace A. Clark
Senior Vice President,
Chief Legal Officer and Secretary
Kaman Corporation
Blue Hills Avenue, Bloomfield, CT 06002
(860) 243-7100
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee(3)
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Class A Common 1,250,000 $16.5625 $20,703,125 $5,755.47
Stock, $1.00 par shares
value per share
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(1) The registration statement also includes an indeterminable number
of additional shares that may become issuable as a result of terminated,
expired, forfeited or surrendered awards respecting Class A Common
Stock, or pursuant to the antidilution adjustment provisions of the
plan.
(2) In accordance with Rule 457, calculated on the basis of the average
of the high and low prices for the Class A Common Stock on the Nasdaq
National Market on October 26, 1998.
(3) 960,000 shares of the Class A Common Stock issuable under the plan
were previously registered on Registration Statement No. 33-51483 which
carried forward 675,992 shares under a predecessor plan which were
previously registered on Registration Statement No. 2-94835. Of those
shares, 1,105,539 shares are being carried forward to the prospectus
related to this Registration Statement. A registration fee of $3,186.21
was previously paid by the Registrant with respect to those shares
previously registered.
The Exhibit Index is located at page 4.
Page 1 of 4 pages.
As permitted by Rule 429 under the Securities Act of 1933, the
prospectus related to this Registration Statement also covers securities
registered under the Registration Statement No. 33-51483 on Form S-8.
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INCORPORATION OF CONTENTS OF EARLIER REGISTRATION STATEMENT BY REFERENCE
The purpose of this Registration Statement is to register
1,250,000 shares of the Registrant's Class A Common Stock, $1.00 par
value per share, in addition to the 960,000 shares previously
registered, in connection with the Registrant's 1993 Stock Incentive
Plan. Pursuant to General Instruction E of Form S-8, the
Registrant's Registration Statement (Registration No. 33-51483) on
Form S-8 filed with the Commission on December 16, 1993 in connection
with such Plan is incorporated herein by reference.
Page 2 of 4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Bloomfield,
Connecticut, on October 27, 1998.
KAMAN CORPORATION
By: Robert M. Garneau
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
Charles H. Kaman Chairman, President and October 27, 1998
Chief Executive Officer
Robert M. Garneau Executive Vice President October 27, 1998
and Chief Financial Officer
(Principal Financial Officer)
Charles H. Kaman Director and October 27, 1998
Attorney-in-fact for:
Brian E. Barents Director
Fred A. Breidenbach Director
E. Reeves Callaway, III Director
Frank C. Carlucci Director
Laney J. Chouest Director
John A. DiBiaggio Director
Edythe J. Gaines Director
Huntington Hardisty Director
C. William Kaman, II Director
Eileen S. Kraus Director
Hartzel Z. Lebed Director
Walter H. Monteith, Jr. Director
John S. Murtha Director
Wanda L. Rogers Director
Page 3 of 4
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EXHIBIT INDEX
No. Description
4.1 Amended and Restated Certificate of Incorporation
of the Company (Incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement
on Form S-8 (File No. 33-51485), as amended, filed
with the Commission on December 16, 1993)
4.2 By-Laws, as amended, of the Company (Incorporated
by reference to Exhibit 3(b) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1990)
5 Opinion of Murtha, Cullina, Richter and Pinney, LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Murtha, Cullina, Richter and Pinney LLP
contained in their opinion filed as Exhibit 5
24 Power of Attorney
Page 4 of 4
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October 21, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Kaman Corporation 1993 Stock Incentive Plan
Registration Statement an Form S-8.
Ladies and Gentlemen:
We have acted as counsel to Kaman Corporation, a Connecticut
corporation (the "Company"), in connection with the preparation and
filing of the above-captioned Registration Statement on Form S-8
(the "Registration Statement") registering an additional 1,250,000
shares of Class A Common Stock, $1.00 par value per share ("Common
Stock"), of the Company for issuance from time-to-time under the
Kaman Corporation 1993 Stock Incentive Plan (the "Plan"). The
Company has asked us to furnish you with our opinion as to the
matters hereinafter set forth in support of the Registration
Statement.
In rendering this opinion, we have reviewed originals or
copies, certified or otherwise authenticated to our satisfaction,
of the Amended and Restated Certificate of Incorporation, Bylaws,
and other records of the corporate proceedings of the Company and
such other documents, including the Plan, as we have deemed
necessary. As to various questions of fact material to our
opinion, we have relied upon statements of fact contained in the
documents we have examined or made to us by officers of the
Company, who by reason of their positions would be expected to have
knowledge of such facts. In addition, we have reviewed such
provisions of law and have made such other and further
investigations as we have deemed necessary in order to express the
opinions hereinafter set forth.
Based upon and subject to the foregoing, we are of the opinion
that, upon the effectiveness of the Registration Statement, the
1,250,000 additional shares of Common Stock which may be issued and
sold from time-to-time by the Company pursuant to the Plan as
described in the Registration Statement will be, when issued in
accordance with the Plan, validly issued, fully paid and
nonassessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
MURTHA, CULLINA, RICHTER and PINNEY, LLP
By: Willard F. Pinney, Jr.
A Partner
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The Board of Directors
Kaman Corporation:
We consent to the incorporation by reference herein of our reports
dated January 29, 1998 relating to the consolidated balance sheets
of Kaman Corporation and subsidiaries as of December 31, 1997 and
1996, and the related consolidated statements of operations,
changes in shareholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997.
KPMG Peat Marwick LLP
Hartford, Connecticut
October 23, 1998
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
does hereby appoint and constitute Charles H. Kaman and Robert M.
Garneau, and each of them, with full power to act with or without
the other, as his or her agent and attorney-in-fact to execute in
his or her name, place and stead (whether on behalf of the
undersigned individually or as an officer or director of Kaman
Corporation or otherwise) a Registration Statement on Form S-8 of
Kaman Corporation respecting its 1993 Stock Incentive Plan and
predecessor plan, and any and all amendments thereto, including
post-effective amendments and any additional registration statement
on Form S-8 with respect to such Plan, and to file such
Registration Statement and any such amendment thereto or additional
registration statements with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, the undersigned have executed this
instrument this 13th day of October, 1998.
Brian E. Barents Huntington Hardisty
Fred A. Breidenbach C. William Kaman, II
E. Reeves Callaway, III Eileen S. Kraus
Frank C. Carlucci Hartzel Z. Lebed
Laney J. Chouest Walter H. Monteith, Jr.
John A. DiBiaggio John S. Murtha
Edythe J. Gaines Wanda L. Rogers
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