Kennametal 8-K
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): September 18, 2006
Kennametal Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Pennsylvania
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1-5318
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25-0900168 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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World Headquarters
1600 Technology Way
P.O. Box 231
Latrobe, Pennsylvania
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15650-0231 |
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(Zip code) |
Registrant’s telephone number, including area code: (724) 539-5000
N/A
(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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
(b) On September 18, 2006, Catherine R. Smith, Executive Vice President and Chief Financial
Officer of Kennametal Inc. (the “Company”), notified the Company of her intention to resign from
the Company effective as of September 30, 2006. Ms. Smith is leaving the Company to join a Fortune
500 Company, as its Executive Vice President and Chief Financial Officer. Until a new Chief
Financial Officer is selected, Frank P. Simpkins, Vice President Finance and Corporate Controller
of the Company, will oversee financial functions. Mr. Simpkins, 43, who has been with Kennametal
for approximately 11 years, has been in his current role since February of 2006, and before that
was Vice President of Global Finance of Kennametal Industrial Business from October 2005 to
February 2006; Director of Finance, Metalworking Solutions & Services Group from February 2002 to
February 2006; Corporate Controller from October 1998 to February 2002. Mr. Simpkins entered into
an employment agreement with the Company on June 12, 2000, which is the same form of agreement
entered into by all executive officers of the Company and the terms of which are incorporated
herein by reference from the Company’s 2005 Proxy Statement under the section titled “Employment
Agreements and Termination of Employment and Change-in-Control Arrangements,” a form of which
agreement is attached to the Company’s annual report on Form 10-K for the year ended June 30, 2000
as Exhibit 10.9. Mr. Simpkins also entered into the Company’s form of Indemnification Agreement, a
form of which was filed as Exhibit 10.2 to the Form 8-K filed by the Company on March 22, 2005 and
is incorporated herein by reference. The Company intends to engage a executive search firm
to assist the Company in its search for a new Chief Financial Officer.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Kennametal Inc. Press Release dated September 19, 2006
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.
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KENNAMETAL INC. |
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Date: September 19, 2006
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By:
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/s/ David W. Greenfield |
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David W. Greenfield
Vice President, Secretary and
General Counsel |