As filed with the Securities and Exchange Commission
on June 10, 2004
Registration No. 333- __________
=================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KAMAN CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 06-0613548
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1332 Blue Hills Avenue
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)
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KAMAN CORPORATION 1993 STOCK INCENTIVE PLAN
(Full title of the plan)
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Candace A. Clark
Senior Vice President,
Chief Legal Officer and Secretary
Kaman Corporation
1332 Blue Hills Avenue
Bloomfield, Connecticut 06002
(Name and address of agent for service)
(860) 243-7100
(Telephone number, including area code, of agent for service)
EXPLANATORY STATEMENT
On October 27, 1998, Kaman Corporation (the "Company") filed
a registration statement on Form S-8 (File No. 333-66179) to
register 2,355,539 shares of the Company's Class A Common Stock,
par value $1.00 per share (the "Class A Common Stock") for
issuance in connection with the Company's 1993 Stock Incentive
Plan (the "1993 Plan").
Pursuant to Item 512(a)(3) of Regulation S-K, this Post-
Effective Amendment No. 1 to Form S-8 Registration Statement is
being filed in order to deregister and withdraw from registration
all shares of the Company's Class A Common Stock remaining unsold
under Registration Statement No. 333-66179 as of the date hereof
(the "Carryover Shares").
Concurrently with the filing of this Post Effective
Amendment No. 1 to Form S-8 Registration Statement, the Company
is also filing a new registration statement on Form S-8 (the "New
Registration Statement"). The New Registration Statement relates
to the registration of the offer and sale of 2,000,000 shares of
the Company's Class A Common Stock issuable pursuant to the terms
of the Company's 2003 Stock Incentive Plan, which is the
successor to the Company's 1993 Plan. Pursuant to General
Instruction E of Form S-8 and related interpretations of the
staff of the Division of Corporation Finance of the Securities
and Exchange Commission, the Carryover Shares (and the related
registration fee previously paid in connection therewith) are
being carried forward to the Company's New Registration
Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Company certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing this
Post-Effective Amendment No. 1 to Form S-8 registration statement
and has duly caused this Post-Effective Amendment No. 1 to Form
S-8 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Bloomfield
and State of Connecticut on the 10th day of June, 2004.
KAMAN CORPORATION
By: /s/ Paul R. Kuhn
-----------------------------
Name: Paul R. Kuhn
Title: Chairman, President
and Chief Executive
Officer
(On behalf of the Registrant)
Pursuant to the requirements of the Securities Act of 1933,
this Post Effective Amendment No. 1 to Form S-8 registration
statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
By: /s/ Paul R. Kuhn Chairman, June 10, 2004
--------------------- President, Chief
Paul R. Kuhn Executive Officer
and Director
(Principal Executive Officer)
By: /s/ Robert M. Garneau Executive Vice June 10, 2004
--------------------- President and Chief
Robert M. Garneau Financial Officer
(Principal Financial and
Accounting Officer)
By: /s/ Brian E. Barents Director June 7, 2004
--------------------------
Brian E. Barents
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By: /s/ E. Reeves Callaway III Director June 7, 2004
--------------------------
E. Reeves Callaway III
By: /s/ Edwin A. Huston Director June 7, 2004
--------------------------
Edwin A. Huston
By: /s/ C. William Kaman II Director June 7, 2004
--------------------------
C. William Kaman II
By: /s/ Eileen S. Kraus Director June 7, 2004
--------------------------
Eileen S. Kraus
By: /s/ Richard J. Swift Director June 7, 2004
--------------------------
Richard J. Swift
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