<PAGE> 1
As filed with the Securities and Exchange Commission on February 15, 2000
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KENNAMETAL INC.
PENNSYLVANIA 25-0900168
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1600 TECHNOLOGY WAY
P.O. BOX 231
LATROBE, PENNSYLVANIA 15650
(Address of principal executive offices)
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KENNAMETAL INC.
DIRECTORS STOCK INCENTIVE PLAN, AS AMENDED
(Full title of the plans)
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DAVID T. COFER, VICE PRESIDENT, SECRETARY
AND GENERAL COUNSEL
KENNAMETAL INC.
1600 TECHNOLOGY WAY
P.O. BOX 231
LATROBE, PENNSYLVANIA 15650
(Name and address of agent for service)
724-539-5206
(Telephone number of agent for service)
COPIES OF COMMUNICATIONS TO:
RONALD BASSO, ESQUIRE
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
ONE OXFORD CENTRE
301 GRANT STREET, 20TH FLOOR
PITTSBURGH, PA 15219-1410
412-562-3943
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Title of Securities To Be Amount to Be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Aggregate Offering Registration
Per Share(1) Price(1) Fee(1)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Stock (par value $1.25 per 25,000 $24.50 $612,500 $161.70
share)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). Such price, which is the average of the high and low sales
prices for the Common Stock on the New York Stock Exchange, as reported in
The Wall Street Journal, Midwest Edition, on February 11, 2000, has been
determined in accordance with Rule 457(c).
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INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
Kennametal Inc. (the "Corporation") hereby incorporates by reference
into this Registration Statement the information contained in the Corporation's
previously filed Registration Statement, File No. 33-55766 relating to the
Corporation's Directors Stock Incentive Plan, as amended.
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 Unity Township, Westmoreland County, Commonwealth of
Pennsylvania, on the 15th day of February, 2000.
KENNAMETAL INC.
By: /s/ David T. Cofer
--------------------------------
Vice President, Secretary and
General Counsel
<PAGE> 3
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 15, 2000.
Signature Capacity
--------- --------
/s/ William R. Newlin Chairman of the Board
- --------------------------------
William R. Newlin
/s/ Markos I. Tambakeras Director, President
- -------------------------------- and Chief Executive Officer
Markos I. Tambakeras
/s/ James R. Breisinger Vice President
- -------------------------------- and Chief Financial Officer
James R. Breisinger
/s/ Richard C. Alberding Director
- --------------------------------
Richard C. Alberding
/S/ Peter B. Bartlett Director
- --------------------------------
Peter B. Bartlett
Director
- --------------------------------
A. Peter Held
/s/ Timothy S. Lucas Director
- --------------------------------
Timothy S. Lucas
/s/ Robert L. McGeehan Director
- --------------------------------
Robert L. McGeehan
Director
- --------------------------------
Aloysius T. McLaughlin, Jr.
/s/ Larry Yost Director
- --------------------------------
Larry Yost
/s/ Frank P. Simpkins Corporate Controller
- -------------------------------- and Chief Accounting Officer
Frank P. Simpkins
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.01 Rights Agreement dated October 25, 1990 (incorporated herein
by reference to Exhibit 4 of the Corporation's Form 8-K for
the event dated October 23, 1990, Commission file No. 1-5318,
docket entry date - November 1, 1990)
5.01 Opinion of Buchanan Ingersoll, Professional Corporation
23.01 Consent of Independent Public Accountants
23.02 Consent of Buchanan Ingersoll, Professional Corporation
(contained in 5.01)
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EXHIBIT 5.01
February 14, 2000
Board of Directors
Kennametal Inc.
1600 Technology Way
P.O. Box 231
Latrobe, PA 15650
Gentlemen:
We have acted as counsel to Kennametal Inc., a Pennsylvania corporation
(the "Corporation"), in connection with the proposed issuance by the Corporation
of an additional 25,000 shares of the Corporation's capital stock, par value
$1.25 per share (the "Capital Stock"), pursuant to the terms of the Kennametal
Inc. Directors Stock Incentive Plan, as amended (the "Plan").
In connection with such proposed issuance, we have examined the Plan,
the Certificate of Incorporation of the Corporation, as amended and restated,
the By-laws of the Corporation, as amended and restated, the relevant corporate
proceedings of the Corporation, the Registration Statement on Form S-8 covering
the issuance of the shares, and such other documents, records, certificates of
public officials, statutes and decisions as we consider necessary to express the
opinions contained herein. In the examination of such documents, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to those original documents of
all documents submitted to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that when the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission and when the Capital Stock has been duly
issued and delivered pursuant to the terms of the Plan, such shares of Capital
Stock will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Ronald Basso
---------------------------
Ronald Basso
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EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated July 20, 1999,
incorporated by reference in Kennametal Inc.'s Form 10-K for the year ended June
30, 1999, and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
February 9, 2000
Pittsburgh, Pennsylvania
