form8-k.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): June 19, 2007 (June 13,
2007)
Kaman
Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Connecticut
(State
or
Other Jurisdiction of Incorporation)
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0-1093
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06-0613548
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1332
Blue Hills Avenue, Bloomfield, Connecticut
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06002
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(860)
243-7100
(Registrant's
Telephone Number, Including Area Code)
Not
Applicable
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item 4.02
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review
(a) On
June 13, 2007, in response to a comment raised by the staff of the Securities
and Exchange Commission (“SEC”) concerning Kaman Corporation’s (the “company’s”)
segment disclosure and based upon its related discussions with the SEC, the
company's management determined that the company will be disaggregating its
Aerospace segment into four reporting segments under Financial Accounting
Standards Board Statement No. 131 “Disclosures about Segments of an Enterprise
and Related Information”. The four separate reporting segments will be: the
Aerostructures segment, the Fuzing segment, the Helicopters segment and the
Specialty Bearings segment, which is consistent with the current Management
and
Discussion Analysis reporting format of the company’s periodic SEC reports.
These segments will be in addition to the company's Industrial Distribution
and
Music segments. The company's management had discussed this matter with the
Audit Committee of the Board of Directors and was authorized to make this
decision.
This
change in presentation of reporting segments will be reflected in our Form
10-Q
for the second quarter of 2007. In addition, as a result of this
change in the way that we present our reporting segments, the company’s Form
10-K for the year ended December 31, 2006 (which includes the years ended
December 31, 2006, 2005 and 2004) and the Form 10-Q for the period ended March
30, 2007 (which includes the three-months ended March 30, 2007 and March
31, 2006) will be restated by Form 10-K/A and Form 10-Q/A filings, respectively,
with the SEC. The restatements will provide further detail of the
segment information included in the aforementioned financial
statements. It is expected that the restatements will relate only to
the disclosure of the company’s segment information, therefore, the previously
reported amounts in the Consolidated Statements of Operations, including Net
Sales, Net Earnings and Earnings Per Share, would remain unchanged. In addition,
the restatement would have no effect on the Consolidated Balance Sheets, cash
flows, or the liquidity or financial condition of the company. The
company plans to file the amended Form 10-K and Form 10-Q reports with the
SEC
as soon as reasonably practicable.
As
part
of the restatement process, we are re-evaluating the effectiveness of the design
and operation of our disclosure controls and procedures in accordance with
Exchange Act Rules 13a-15 and 15d-15.
The
company’s management and the Audit Committee of the Board have discussed the
matters disclosed in this report with the company’s independent registered
public accounting firm.
SIGNATURES
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned hereunto duly
authorized.
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KAMAN
CORPORATION
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By:
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/s/
Robert M. Garneau
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Robert
M. Garneau
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Executive
Vice President and
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Chief
Financial Officer
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Date:
June 19, 2007