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~~October 515, 2013

KAYDON CORPORATION

(Exact name of registrant as specified in charter)

Delaware

1-11333

13-3186040

(State or Other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


2723 South State Street, Suite 300, Ann Arbor, Michigan				48104
(Address of principle executive offices)				(Zip Code)

Registrant’s telephone number, including area code (734) 747-7025

(Former name of registrant, if changed since last report.) N/A

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory ~~1.01~~Note ~~Entry into a Material Definitive Agreement.~~

As previously disclosed, Kaydon Corporation, a Delaware corporation (the “Company”), ~~has~~ entered into an Agreement and Plan of Merger dated as of September 5, 2013 (the “Merger Agreement”) with Atlas Management, Inc., a Delaware corporation (“Parent”), and Dublin Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), providing for the merger of Acquisition Sub with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). Parent and Acquisition Sub are affiliates of Aktiebolaget SKF (“AB SKF”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Acquisition Sub iswas required to commence a tender offer (the “Offer”) to purchase all of the outstanding shares of the Company’s common stock, par value $0.10 per share (the “Company Common Stock”), at a price per share of $35.50 (the “Offer Price”), net to the seller in cash, without interest and subject to any applicable tax withholding. The Offer iscommenced ~~scheduled to commence~~ on ~~the tenth day (or as soon as reasonably practicable thereafter) after the date of the Merger Agreement~~September 16, and to expire on the later of the twentieth business day following consummation of the Offer or the expiration of the “Go-Shop Period” described below, unless the Offer is extended pursuant to the terms of the Merger Agreement2013.

~~The~~Item ~~Board~~2.01. ofCompletion ~~Directors~~ of ~~the~~Acquisition ~~Company~~or ~~(the~~Disposal “Board”) unanimously approved the Merger Agreement and the transactions contemplated therein, including the Offer and the Merger, and intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission (“SEC”) recommending that holders of ~~Company Common Stock tender their shares into the Offer~~Assets.

The ~~Merger~~Offer ~~Agreement~~and ~~includes~~withdrawal arights ~~“go~~expired ~~shop”~~as ~~provision~~scheduled ~~whereby~~at ~~the~~11:59 ~~Board~~p.m., ~~with~~New ~~the~~York ~~assistance of its~~City ~~advisors~~time, ~~will~~on ~~actively~~October 15, ~~solicit~~2013. ~~superior~~Computershare ~~acquisition~~Trust ~~proposals~~Company, ~~from~~N.A., ~~third~~the ~~parties~~depositary, ~~for~~has 40advised ~~calendar~~that, ~~days~~as ~~following the signing~~ of ~~the~~that ~~Merger~~time, ~~Agreement~~25,463,526 ~~(the~~shares ~~“Go-Shop~~of ~~Period”). The~~ Company ~~does~~Common ~~not~~Stock ~~anticipate~~had ~~that~~been itvalidly ~~will~~tendered ~~disclose~~and ~~developments with~~not ~~respect~~properly towithdrawn ~~this~~in ~~solicitation process unless and until~~ the ~~Board~~Offer ~~has~~(not ~~made~~including a687,271 shares ~~decision~~tendered ~~with~~by ~~respect~~notice toof ~~the~~guaranteed ~~alternative proposals~~delivery), ifrepresenting ~~any,~~approximately ~~it receives~~77.1% Noof ~~assurance can be given that~~ the ~~solicitation~~shares of ~~superior~~Company ~~proposals~~Common ~~will~~Stock ~~result~~outstanding inon ~~an alternative~~a ~~transaction.~~fully ~~After~~diluted ~~the~~basis. ~~Go-Shop~~All ~~Period,~~shares ~~the~~of Company ~~has~~Common ~~agreed~~Stock ~~not~~that towere ~~solicit~~validly ortendered ~~initiate~~into ~~discussions with third parties regarding other proposals to acquire~~ the ~~Company,~~Offer and tonot properly ~~certain~~withdrawn ~~restrictions~~have onbeen ~~its~~accepted ~~ability~~for topayment ~~respond~~by toAcquisition ~~any such proposals~~Sub.

~~Concurrently~~On ~~with~~October 16, 2013, Parent consummated the ~~execution~~Merger pursuant to the terms of the Merger Agreement, and asin aaccordance ~~condition~~with ~~and~~Section 251(h) ~~inducement~~of to the ~~Company’s~~Delaware ~~willingness to~~General ~~enter~~Corporation ~~into~~Law (the ~~Merger~~“DGCL”). ~~Agreement,~~Acquisition ~~SKF~~Sub ~~entered~~was ~~into~~merged awith ~~guaranty~~and ininto ~~favor of~~ the Company with ~~respect~~the toCompany ~~all~~continuing ofas the ~~obligations~~surviving corporation and a wholly-owned subsidiary of Parent. ~~and~~The Merger became effective (the “Effective Time”) on October 16, 2013, at 8:02 a.m., upon the filing by Acquisition Sub ~~under~~of a certificate of merger with the ~~Merger~~Secretary ~~Agreement~~of State of the State of Delaware.

~~Consummation~~The ofaggregate ~~the~~consideration ~~Offer~~paid isby ~~subject~~Parent toin ~~customary~~the ~~conditions,~~Offer ~~including,~~and ~~among others, (i)~~ the ~~valid~~Merger ~~tender~~was ofapproximately ~~the~~$1.32 ~~number of Shares~~billion, ~~(which~~without ~~are~~giving ~~not~~effect ~~subsequently~~to ~~validly~~related ~~withdrawn)~~transaction ~~that~~fees ~~would~~and ~~represent~~expenses atand ~~least~~including athe ~~majority~~repayment of ~~the~~approximately ~~outstanding~~$162 ~~shares~~million ofin Company ~~Common~~loans. ~~Stock;~~The ~~(ii) the~~source ~~expiration or early termination~~ of ~~any applicable waiting period (or any extension thereof) applicable to~~ the ~~consummation~~funds offor the Merger ~~under the Hart-Scott-Rodino Antitrust Improvements Act of 1976~~, asincluding ~~amended;~~related ~~(iii)~~fees ~~the clearance under certain other foreign antitrust laws relating to the purchase of shares of Company Common Stock pursuant to the Offer~~ and ~~the~~expenses, ~~consummation~~was ofprovided ~~the~~by ~~Merger~~AB ~~shall~~SFK ~~have been obtained or deemed to have been obtained; (iv) written confirmation~~ from ~~the Committee~~ cash on ~~Foreign~~hand ~~Investment~~and inborrowings ~~the United States that it has completed its review (or, if applicable, investigation)~~ under 31AB ~~C.F.R.~~SKF’s ~~Part~~existing ~~800~~senior ~~and~~credit ~~50 U~~facility.~~S.C.~~

The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on September 5, 2013 and is incorporated herein by reference.

~~App~~Item 3.01. §Notice ~~2170 (“Exon-Florio”) and determined that there are no unresolved national security concerns with respect thereto; (v) the absence~~ of ~~certain~~Delisting ~~legal impediments to the consummation of the Merger; and (vi) the absence of any change, event~~ or ~~occurrence~~Failure ~~that has had or would reasonably be expected~~ to ~~have~~Satisfy a ~~material~~Continued ~~adverse~~Listing ~~effect~~Rule onor ~~the~~Standard; ~~Company~~Transfer ~~and~~of ~~its subsidiaries~~Listing. ~~The Offer is not subject to a financing condition.~~

~~Under~~As ~~the~~a ~~terms~~result of the Merger ~~Agreement~~, ~~immediately following~~ the ~~closing~~Company ofno ~~the~~longer ~~Offer,~~meets the ~~parties~~numerical tocriteria of the ~~Merger~~New ~~Agreement will~~York ~~take~~Stock ~~all~~Exchange ~~necessary~~(the “NYSE”) ~~and~~for ~~appropriate~~continued ~~action~~listing. inAccordingly, ~~order~~on toOctober 16, ~~either~~2013, ~~cause~~ the ~~Merger~~Company tonotified ~~become~~the ~~effective~~NYSE ~~without~~of athe ~~stockholders’~~completion ~~meeting in accordance with Section 251(h)~~ of the ~~Delaware~~Merger ~~General~~and ~~Corporation~~requested ~~Law~~that (the ~~“DGCL”),~~NYSE orfile ~~in the~~a ~~event~~delisting ~~that~~application with the ~~top-up~~SEC ~~option~~to ~~provided~~delist ~~for~~and inderegister the Company ~~Merger~~Common ~~Agreement~~Stock. ~~has~~On ~~been~~October 16, ~~exercised~~2013, inthe ~~accordance~~NYSE filed with the ~~terms~~SEC ~~thereof~~a ~~(the~~Notification ~~“Top-Up~~of ~~Option”),~~Removal tofrom ~~facilitate~~Listing ~~completion~~and/or ofRegistration ~~the Merger~~ under Section ~~253~~12(b) of the ~~DGCL.~~Securities ~~Otherwise,~~Exchange ~~the Merger~~Act ~~Agreement~~of ~~must~~1934, beas ~~adopted~~amended by(the ~~holders~~“Exchange ofAct”), on aForm ~~majority~~25 ofto ~~the~~delist ~~outstanding~~and ~~shares~~deregister ofthe Company Common Stock ~~prior to consummation the Merger~~. InThe ~~this~~Company ~~event,~~intends ~~Parent~~to ~~and~~file ~~Acquisition~~with ~~Sub~~the ~~shall~~SEC ~~take~~a ~~such~~certification ~~actions~~on asForm ~~are~~15 ~~reasonably~~under ~~necessary~~the ~~(including executing~~Exchange ~~and~~Act ~~delivering~~requesting athe ~~written~~deregistration ~~consent with respect to any shares~~ of the Company Common Stock ~~owned by Parent~~ and~~/or~~ ~~Acquisition Sub) to effect~~ the ~~required~~suspension ~~stockholder vote by written consent~~ of the Company’s ~~stockholders~~reporting ofobligations ~~the~~under ~~Company~~Sections 13 and to15(d) ~~effect~~of the ~~Merger~~ inExchange ~~compliance with applicable law~~Act.

~~Upon~~Item ~~the~~3.03. ~~effective~~Material ~~time~~Modification ~~of the Merger, each share of Company Common Stock (except for shares held by stockholders who exercise their appraisal rights under Delaware law) will be canceled and converted into the right~~ to ~~receive~~Rights ~~the Offer Price (the “Merger Consideration”). In addition, as~~ of ~~the~~Security ~~closing of the Offer:~~ Holders.

•At ~~each~~the ~~option~~Effective toTime, ~~purchase~~each ~~shares~~share of Company Common Stock ~~(each,~~issued aand ~~“Company Option”) that is~~ outstanding ~~and unvested~~ immediately prior to the ~~closing~~Effective ofTime ~~the~~was cancelled ~~Offer will become fully vested~~ and ~~exercisable.~~converted Asinto of the ~~effective~~right ~~time~~to ofreceive the ~~Merger~~Offer Price, ~~each~~net ~~Company~~to ~~Option~~the ~~that~~seller ~~is outstanding and unexercised will be canceled~~ in ~~consideration~~cash, ~~for~~without ~~the~~interest ~~right~~thereon toand ~~receive~~less ~~cash~~any ~~consideration~~applicable ~~equal~~withholding totaxes (the ~~product~~“Merger ~~of (i~~Consideration”), ~~the~~except ~~total~~for ~~number of~~ (i) shares ofheld ~~Company~~by ~~Common Stock previously subject to such~~ the Company ~~Option~~ as oftreasury ~~immediately~~stock, ~~prior~~which towere ~~the~~cancelled ~~Effective~~without ~~Time;~~consideration, ~~and~~ (ii) shares ~~the~~held ~~excess,~~by if any, wholly-owned subsidiary of the ~~Offer~~Company ~~Price~~or ~~over~~held ~~the~~by ~~exercise~~Parent ~~price~~or ~~per~~Acquisition ~~share~~Sub, ofwhich ~~Company~~were ~~Common~~cancelled ~~Stock~~without ~~previously~~consideration, ~~subject~~and to(iii) shares ~~such~~held by ~~Company~~any ~~Option,~~person ~~less~~who ~~any~~is ~~required~~entitled ~~withholding~~to ~~taxes~~demand ~~(except~~and ~~that~~properly ifdemands ~~the~~appraisal ~~exercise~~of ~~price~~such ~~per~~shares ~~share~~ of ~~any~~ Company ~~Option~~Common isStock ~~equal~~pursuant to, orand ~~greater~~who ~~than~~complies ~~the~~in ~~per~~all ~~share~~respects ~~Offer Price~~with, ~~the~~Section 262 ~~Company~~of ~~Option~~the ~~will~~DGCL. ~~be cancelled and terminated without any cash payment);~~

•At the closing of the Offer, each share of the Company’s restricted stock (“Company Restricted Stock”) ~~will~~became fully vested ~~vest (~~and the restrictions onthereon ~~them~~lapsed. ~~will~~In ~~lapse)~~addition, a number of shares ~~of Company Common Stock~~ equal to the target number of the ~~applicable~~awards ~~award~~ of ~~Company~~ performance shares (“Company Performance Shares”) ~~will~~became ~~also~~ fully ~~vest~~vested (and the restrictions onthereon ~~them~~lapsed ~~will lapse, although~~ and the portion of ~~any~~such award of Company Performance Shares that exceeds the target number ~~will~~was be forfeited). ~~and~~The ~~the~~ Company ~~will~~issued ~~issue~~an aadditional number of shares of Company Common Stock ~~equal~~in torespect ~~the quotient~~ of ~~the~~ accrued but unpaid cash dividends on ~~the~~such ~~target~~Company Performance ~~number~~Shares ofequal ~~Company~~to ~~Performance~~the ~~Shares~~quotient of such dividends over the Merger Consideration. All of the vested shares of Company Restricted Stock and Company Performance Shares, ~~will~~as bewell ~~treated~~as such additional shares of Company Common Stock, were treated identically to all other shares of Company Common Stock with respect to the payment of the Merger Consideration;. ~~and~~

•At ~~each~~the Effective Time, all options to purchase shares of Company Common Stock (the “Options”) then outstanding and unexercised were canceled and converted into the right to receive cash consideration equal to the product of (i) the total number of shares of Company Common Stock previously subject to such Option immediately prior to the Effective Time; and (ii) the excess, if any, of the Offer Price over the exercise price per share previously subject to such Option, less any required withholding taxes (except that if the exercise price per share of any Option was equal to or greater than the per share Merger Consideration, the Option was cancelled and terminated without any cash payment). At the closing of the Offer, each of the Company’s phantom shares ~~awarded~~(the ~~under~~“Phantom ~~any~~Shares”) ofwas ~~its~~terminated ~~stock~~and ~~plans~~cancelled ~~will~~and be converted into the right to receive the Merger Consideration.

The information set forth under Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~Prior~~Item to5.01. ~~the~~Changes closing of the Offer, the Board may, subject to compliance with certain obligations described below, (i) terminate the Merger Agreement to enter into a definitive agreement with respect to a Superior Proposal (as defined in ~~the~~Control Merger Agreement) if the Board receives a Competing Proposal (as defined in the Merger Agreement) that the Board determines constitutes a Superior Proposal, and the Board determines in good faith, after consultation with its legal advisors, that failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law; or (ii) change its recommendation to the Company’s stockholders regarding tendering into the Offer and approving the Merger and related transactions solely as a result of an Intervening Event (as defined in the Merger Agreement) if the Board determines in good faith, after consultation with its legal advisors, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable lawRegistrant. The Company may not change its recommendation to the Company’s stockholders or terminate the Merger Agreement under the above “fiduciary out” unless (i) the Company gives Parent three business days’ notice (shortened to two business days’ notice in response to subsequent material amendments to any Competing Proposal) that the Company intends to take such action and provides relevant information and materials; (ii) the Company provides Parent with at least three business days (or two business days as provided above) to make a revised proposal, during which the Company must negotiate in good faith; and (iii) after such period, the Board determines in good faith, after consultation with its legal and financial advisors and taking into account any changes to the transaction documents, that the Competing Proposal continues to constitute a Superior Proposal.

~~The~~As ~~Merger~~a ~~Agreement~~result ~~contains~~of ~~certain~~Acquisition ~~termination~~Sub’s ~~rights~~acceptance for ~~the~~payment ~~Company~~of ~~and~~all ~~Parent.~~shares ~~Upon termination~~ of ~~the Merger Agreement under specified circumstances, the~~ Company ~~will~~Common beStock ~~required~~that towere ~~pay~~validly ~~Parent~~tendered aand ~~termination~~not ~~fee~~properly withdrawn ~~of $34 million, although if the Company terminates the Merger Agreement~~ in ~~order~~accordance ~~to enter into a definitive agreement~~ with ~~respect to a Superior Offer before~~ the ~~expiration~~ terms of the ~~Go-Shop Period or, if the~~ Offer ~~has~~and ~~not been consummated, within 10 days of~~ the ~~expiration~~consummation of the ~~Go-Shop~~Merger ~~Period~~under inSection 251(h) ~~connection~~of ~~with~~the aDGCL ~~Competing~~on ~~Proposal~~October 16, ~~from~~2013, ora anchange ~~Alternative~~in ~~Acquisition~~control ~~Agreement~~of ~~(as defined in~~ the ~~Merger~~Company ~~Agreement)~~occurred. ~~with, an~~Upon ~~Excluded Party (as defined in~~ the ~~Merger~~Effective ~~Agreement)~~Time, ~~then~~ the Company ~~will~~became ~~be required to pay Parent~~ a wholly-owned ~~termination~~subsidiary ~~fee~~ of ~~$17 million~~Parent. The ~~Company~~information ~~will~~disclosed beunder ~~required to reimburse third-party expenses incurred by Parent~~Item 3.01, ~~and the Parent will be required to reimburse third-party expenses incurred by the Company~~Item 3.03, ~~in connection with the Merger Agreement in an amount not to exceed $~~Item 5.002 ~~million,~~and ~~in either case, in the event that the Merger Agreement is terminated under certain circumstances~~Item 5. ~~However,~~03 ~~any payment by the Company~~ of ~~such~~this ~~expenses~~Current ~~incurred~~Report ~~by Parent will be offset against, and shall reduce~~ on aForm ~~dollar~~8-~~for-dollar~~K ~~basis,~~is ~~any~~incorporated ~~applicable~~by ~~termination~~reference ~~fee,~~into ifthis ~~any, that may become due and payable by the Company~~Item 5.01.

InItem ~~addition~~5.02. toDeparture ~~the~~of ~~foregoing~~Directors ~~termination~~or ~~rights,~~Certain ~~either~~Officers; ~~party~~Election ~~may~~of ~~terminate~~Directors; ~~the~~Appointment ~~Merger~~of ~~Agreement~~Certain ifOfficers; ~~the~~Compensatory ~~Merger~~Arrangements isof ~~not~~Certain ~~consummated before January 3, 2014~~Officers.

4In accordance with the terms of the Merger Agreement and in connection with the consummation of the transactions contemplated thereby, (i) upon consummation of the Offer, each of David Brandon, Patrick P. Coyne and James O’Leary ceased serving as members of the Company’s Board of Directors (the “Board”) and Brian J. Duffy, Angelo J. Galli, Jr., Timothy D. Gifford and Poul Jeppesen became members of the Board, (ii) later that day, at the Effective Time and as a result of the Merger, the Board of Directors of Acquisition Sub – Gunilla Nilsson, Mr. Gifford and Mr. Jeppesen – became the directors of the Company and, accordingly, each of Mark A. Alexander, William K. Gerber, Timothy J. O’Donovan, Mr. Duffy and Mr. Galli ceased serving on the Board and (iii) immediately after the Effective Time, Ms. Nilsson resigned from the Board and Mr. Duffy, Timothy J. Carpenter and Gary L. Brewer were appointed to serve as members of the Board.

~~The~~Following ~~Company~~the ~~has~~appointment ~~made~~of ~~various~~the ~~representations~~new board members in (iii) above, the Board elected Mr. Jeppesen to replace Mr. O’Leary and ~~warranties~~to act as Chief Executive Officer and ~~agreed~~Chairman toof ~~specified~~the ~~covenants~~Board. Information about Mr. Jeppesen is contained in the ~~Merger~~Offer ~~Agreement~~to Purchase dated September 16, ~~including~~2013 ~~covenants~~and ~~relating~~filed by Acquisition Sub as Exhibit (a)(1)(A) to the ~~conduct~~Tender ofOffer Statement on Schedule TO, originally filed with the ~~Company’s~~SEC ~~business~~on ~~between~~September 16, 2013, as subsequently amended, which information is incorporated herein by reference. In addition, Debra K. Crane will no longer serve in the ~~date~~position of ~~the~~Vice ~~Merger~~President, ~~Agreement~~Administration and Secretary and Peter C. DeChants will no longer serve in the ~~closing~~position of ~~the~~Senior ~~Merger~~Vice ~~and~~President, ~~other~~Corporate ~~matters~~Development and Strategy.

~~The~~Item ~~representations, warranties and covenants of the Company contained in the Merger Agreement have been made solely for the benefit of Parent and Acquisition Sub~~5.03. InAmendments addition, such representations, warranties and covenants (i) have been made only for purposes of the Merger Agreement; (ii) have been qualified by matters specifically disclosed in any reports filed by the Company with the SEC prior to ~~the~~Articles ~~date~~ of ~~the~~Incorporation Merger Agreement and confidential disclosures made to Parent and Acquisition Sub in connection with the Merger Agreement negotiations; (iii) are subject to materiality qualifications contained in the Merger Agreement that may differ from what may be viewed as material by investors; (iv) were made only as of the date of the Merger Agreement or ~~such other date as is specified in the Merger Agreement~~Bylaws; ~~and~~Change ~~(v) have been included~~ in ~~the~~Fiscal ~~Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact~~Year. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the Company or its business. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and other documents that the Company files or has filed with the SEC.

~~The~~Pursuant ~~foregoing~~to ~~description~~the Merger Agreement, at the Effective Time, the certificate of incorporation of the ~~Merger~~Company ~~Agreement~~was amended and ~~the~~restated ~~transactions~~in ~~contemplated~~its ~~thereby~~entirety ~~does~~to ~~not~~read ~~purport~~identically to bethe ~~complete~~certificate ~~and~~of isincorporation ~~subject~~of Acquisition Sub as in effect immediately prior to the Effective Time, except (i) the title of the certificate of incorporation was amended and ~~qualified~~restated in its entirety ~~by,~~to ~~the~~read ~~full~~as ~~text~~follows: “Amended and Restated Certificate of Incorporation of Kaydon Corporation”, (ii) Article I of the ~~Merger~~certificate ~~Agreement~~of ~~attached~~incorporation ~~hereto~~was amended and restated to read in its entirety as ~~Exhibit~~follows: ~~2.1,~~“The ~~which~~name of the corporation is ~~incorporated~~Kaydon ~~herein~~Corporation” byand ~~reference.~~(iii) provisions relating to the

~~Item~~ incorporator 3were excluded.~~02.~~ ~~Unregistered~~Also ~~Sales~~pursuant to the Merger Agreement, at the Effective Time, the by-laws of ~~Equity~~the ~~Securities~~Company were amended and restated in their entirety to read identically to the bylaws of Acquisition Sub as in effect immediately prior to the Effective Time, except that the by-laws were revised as follows: (i) to include a chief executive officer position, (ii) to allow for more than one president, (iii) the title of the bylaws was amended and restated in its entirety to read as follows: “Amended and Restated By-laws of Kaydon Corporation” and (iv) change the number of directors.

InThe ~~connection~~foregoing ~~with~~descriptions ~~the Company’s entry into the Merger Agreement, the Company granted to Merger Sub the Top-Up Option, which under certain circumstances would permit Merger Sub to purchase a number~~ of ~~newly issued shares of Company Common Stock, at a price per share equal to~~ the ~~Offer~~certificate ~~Price, equal to at least the number~~ of ~~shares~~incorporation ~~that,~~and ~~when added to~~ the ~~number of shares of Company Common Stock directly or indirectly owned~~ by-laws ~~Parent and Merger Sub at the time~~ of ~~exercise, shall constitute at least 90% of~~ the ~~shares of~~ Company ~~Common~~as ~~Stock~~so ~~outstanding~~amended ~~immediately~~are ~~after~~not ~~exercise~~complete ofand ~~the~~are ~~Top-Up Option. The Top-Up Option is only~~qualified ~~available~~in totheir ~~Merger~~entirety ~~Sub~~by ifreference ~~the Parent and the Company determine that the Merger is not eligible~~ to besuch ~~effected~~documents, ~~pursuant~~which toare ~~Section 251(h)~~attached ofas ~~the~~Exhibit ~~DGCL~~3.1 ~~See~~and ~~the~~Exhibit ~~disclosures regarding the Top-Up Option under Item 1~~3.012 ~~above~~hereto, ~~which~~respectively, ~~disclosures~~ and are incorporated ~~herein~~ by reference herein.

Item 5.01 Change in Control of Registrant.

If the Offer is consummated, the Company will experience a change of control. See the disclosures regarding the Offer and the Merger Agreement under Item 1.01 above, which disclosures are incorporated herein by reference.

Item 8.01. Other Events.

On ~~September~~ October 516, 2013, ~~the~~AB ~~Company~~SKF issued a press release ~~relating~~announcing tothe expiration and results of the ~~entry~~Offer ~~into~~and the ~~Merger~~consummation ~~Agreement~~of the Merger.

AItem ~~copy of the Company’s press release is attached as Exhibit 99~~9.101. toFinancial ~~this~~Statements ~~Current Report on Form 8-K~~ and ~~is incorporated herein by reference~~Exhibits.

~~Additional~~(d) Exhibits ~~Information~~

The tender offer for the outstanding common stock of the Company referred to in this document has not yet commenced. This document is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of the common stock of the Company will be made pursuant to an offer to purchase and related materials that Acquisition Sub intends to file with the Securities and Exchange Commission. At the time the tender offer is commenced, Acquisition Sub will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, and thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 will contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials will be sent free of charge to all stockholders of the Company when available. In addition, all of these materials (and all other materials filed by the Company with the Securities and Exchange Commission) will be available at no charge from the Securities and Exchange Commission through its website at www.sec.gov.


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of Kaydon Corporation, dated as of October 16, 2013.

3.2		By-laws of Kaydon Corporation, dated as of October 16, 2013.

~~Cautionary~~SIGNATURE ~~Note Regarding Forward-Looking Statements~~

~~This~~Pursuant ~~document contains forward-looking statements with respect~~ to the ~~tender~~requirements ~~offer~~of ~~and related transactions, including~~ the ~~benefits~~Securities ~~expected from~~Exchange ~~the~~Act ~~transaction and the expected timing~~ of ~~the~~1934, ~~completion of~~ the ~~transaction.~~Registrant ~~When~~has ~~used~~duly incaused this ~~document,~~report ~~the words “can,” “will,” “intends,” “expects,” “is expected,” similar expressions and any other statements that are not historical facts are intended~~ to ~~identify~~be ~~those~~signed ~~assertions as forward-looking statements. Such statements are based~~ on aits ~~number~~behalf ofby ~~assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including uncertainties regarding~~ the ~~timing of the closing of the transaction~~undersigned, ~~uncertainties as to how many stockholders of the Company may tender their stock in the tender offer, the possibility that a governmental entity may~~ ~~prohibit,~~thereunto ~~delay~~duly ~~or refuse to grant approval for the consummation of the transaction, and general economic and business conditions~~authorized. The Company does not assume any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Factors that could cause actual results of the tender offer to differ materially include the following: the risk of

failing to obtain any regulatory approvals or satisfy conditions to the transaction, the risk that Parent is unable to obtain adequate financing, the risk that the transaction will not close or that closing will be delayed, the risk that the Company’s businesses will suffer due to uncertainty related to the transaction, the competitive environment in the Company’s industry and competitive responses to the transaction as well as risk factors set forth above. Further information on factors that could affect the Company’s financial results is provided in documents filed by the Company with the U.S. Securities and Exchange Commission, including the Company’s recent filings on Form 10-Q and Form 10-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

ExhibitNo.		Description
2.1*		Agreement and Plan of Merger, dated September 5, 2013, by and among Kaydon Corporation, Atlas Management, Inc. and Dublin Acquisition Sub Inc.
99.1		Press release of Kaydon Corporation, dated September 5, 2013.

* Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

SIGNATURE

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, thereunto duly authorized.

Dated: September 5, 2013	KAYDON CORPORATION
		By:	/s/ Debra K. Crane
			Debra K. Crane
			Vice President, Administration

EXHIBIT INDEX

ExhibitNo.		Description
2.1*		Agreement and Plan of Merger, dated September 5, 2013, by and among Kaydon Corporation, Atlas Management, Inc. and Dublin Acquisition Sub Inc.
99.1		Press release of Kaydon Corporation, dated September 5, 2013.

Dated: October 21, 2013

KAYDON CORPORATION

/s/ Poul Jeppesen

Poul Jeppesen

Chief Executive Officer

Filing Compare · KAYDON CORP