UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 or
15(d) OF THE SECURITIES EXCHANGE ACT of 1934
  For the quarterly period ended July 4, 2009

    
    Commission File No. 1-11333
 KAYDON CORPORATION
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    13-3186040
(I.R.S. Employer Identification No.)Suite 300, 315 E. Eisenhower Parkway, Ann Arbor, Michigan
(Address of principal executive offices)
    
    48108
(Zip Code)
 (734) 747-7025
  þ o
  o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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##### 



Page No.Part I  Financial Information:Item 1. Financial Statements.
    
    
    1Consolidated Condensed Balance Sheets -
July 4, 2009 (Unaudited) and December 31, 2008
    
    
    1Consolidated Condensed Statements of Operations (Unaudited) -
Quarter and First Half Ended July 4, 2009 and June 28, 2008
    
    
    2Consolidated Condensed Statements of Cash Flows (Unaudited) -
First Half Ended July 4, 2009 and June 28, 2008
    
    
    3Notes to Consolidated Condensed Financial Statements (Unaudited)
    
    
    4Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations.
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk.
    
    
    20Item 4. Controls and Procedures.
    
    
    20Part II  Other Information:Item 4. Submission of Matters to a Vote of Security Holders.
    
    
    21Item 6. Exhibits.
    
    
    22Signatures
    
    
    23




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##### 



ITEM 1. FINANCIAL STATEMENTS.
KAYDON CORPORATION
 
 CONSOLIDATED CONDENSED BALANCE SHEETS
 (Unaudited)July 4, 2009
    
    December 31, 2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    210,667,000
    
    
    $
    232,998,000Accounts receivable, net
    
    
    65,442,000
    
    
    
    78,918,000Inventories, net
    
    
    114,739,000
    
    
    
    97,748,000Other current assets
    
    
    16,507,000
    
    
    
    18,395,000Total current assets
    
    
    407,355,000
    
    
    
    428,059,000Property, plant and equipment, net
    
    
    182,421,000
    
    
    
    185,642,000Goodwill, net
    
    
    144,324,000
    
    
    
    142,424,000Other intangible assets, net
    
    
    23,645,000
    
    
    
    25,746,000Other assets
    
    
    5,703,000
    
    
    
    7,911,000Total assets
    
    $
    763,448,000
    
    
    $
    789,782,000LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    19,796,000
    
    
    $
    35,080,000Salaries and wages
    
    
    5,304,000
    
    
    
    8,302,000Taxes payable
    
    
    4,635,000
    
    
    
    2,843,000Other accrued expenses
    
    
    16,179,000
    
    
    
    16,537,000Total current liabilities
    
    
    45,914,000
    
    
    
    62,762,000Long-term postretirement and
postemployment benefit obligations
    
    
    39,660,000
    
    
    
    53,478,000Other long-term liabilities
    
    
    883,000
    
    
    
    912,000Total long-term liabilities
    
    
    40,543,000
    
    
    
    54,390,000Shareholders Equity:Common stock
    
    
    3,693,000
    
    
    
    3,693,000Other shareholders equity
    
    
    673,298,000
    
    
    
    668,937,000Total shareholders equity
    
    
    676,991,000
    
    
    
    672,630,000Total liabilities and shareholders equity
    
    $
    763,448,000
    
    
    $
    789,782,000
  1




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##### 



KAYDON CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
 Second Quarter Ended
    
    First Half EndedAs Adjusted
    
    
    
    
    
    As Adjusted(Note 1)
    
    
    
    
    
    (Note 1)July 4, 2009
    
    June 28, 2008
    
    July 4, 2009
    
    June 28, 2008Net sales
    
    $
    98,318,000
    
    
    $
    139,905,000
    
    
    $
    208,653,000
    
    
    $
    263,189,000Cost of sales
    
    
    65,966,000
    
    
    
    85,734,000
    
    
    
    140,523,000
    
    
    
    161,699,000Gross profit
    
    
    32,352,000
    
    
    
    54,171,000
    
    
    
    68,130,000
    
    
    
    101,490,000Selling, general and
administrative expenses
    
    
    19,124,000
    
    
    
    22,033,000
    
    
    
    39,382,000
    
    
    
    43,188,000Operating income
    
    
    13,228,000
    
    
    
    32,138,000
    
    
    
    28,748,000
    
    
    
    58,302,000Interest expense
    
    
    (61,000
    )
    
    
    (3,502,000
    )
    
    
    (123,000
    )
    
    
    (7,909,000
    )Interest income
    
    
    109,000
    
    
    
    1,742,000
    
    
    
    239,000
    
    
    
    3,678,000Income before income taxes
    
    
    13,276,000
    
    
    
    30,378,000
    
    
    
    28,864,000
    
    
    
    54,071,000Provision for income taxes
    
    
    4,917,000
    
    
    
    10,746,000
    
    
    
    10,381,000
    
    
    
    19,120,000Net income
    
    $
    8,359,000
    
    
    $
    19,632,000
    
    
    $
    18,483,000
    
    
    $
    34,951,000Earnings per share:Basic
    
    $
    0.25
    
    
    $
    0.71
    
    
    $
    0.55
    
    
    $
    1.26Diluted
    
    $
    0.25
    
    
    $
    0.63
    
    
    $
    0.55
    
    
    $
    1.15Dividends declared per share
    
    $
    0.17
    
    
    $
    0.15
    
    
    $
    0.34
    
    
    $
    0.30
  2




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##### 



KAYDON CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 First Half EndedJuly 4, 2009
    
    June 28, 2008Cash flows from operating activities:Net income
    
    $
    18,483,000
    
    
    $
    34,951,000Adjustments to reconcile net income to net cash from
operating activities:Depreciation
    
    
    9,575,000
    
    
    
    7,604,000Amortization of intangible assets
    
    
    2,140,000
    
    
    
    2,731,000Amortization of stock awards
    
    
    2,070,000
    
    
    
    2,227,000Stock option compensation expense
    
    
    692,000
    
    
    
    590,000Excess tax benefits from stock-based compensation
    
    
    43,000
    
    
    
    83,000Deferred financing fees
    
    
    124,000
    
    
    
    666,000Net change in receivables, inventories and trade payables
    
    
    (17,769,000
    )
    
    
    (31,130,000
    )Contributions to qualified pension plans
    
    
    (14,846,000
    )
    
    
    Net change in other assets and liabilities
    
    
    2,268,000
    
    
    
    8,210,000Net cash from operating activities
    
    
    2,780,000
    
    
    
    25,932,000Cash flows from investing activities:Additions to property, plant and equipment, net
    
    
    (7,589,000
    )
    
    
    (29,908,000
    )Proceeds from sales of investments
    
    
    1,893,000
    
    
    
    60,016,000Acquisition of business, net of cash received
    
    
    
    
    
    
    489,000Net cash from (used in) investing activities
    
    
    (5,696,000
    )
    
    
    30,597,000Cash flows from financing activities:Cash dividends paid
    
    
    (11,457,000
    )
    
    
    (8,337,000
    )Purchase of treasury stock
    
    
    (8,871,000
    )
    
    
    (12,082,000
    )Excess tax benefits from stock-based compensation
    
    
    (43,000
    )
    
    
    (83,000
    )Proceeds from exercise of stock options
    
    
    
    
    
    
    163,000Cash used in financing activities
    
    
    (20,371,000
    )
    
    
    (20,339,000
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    956,000
    
    
    
    2,320,000Net increase (decrease) in cash and cash equivalents
    
    
    (22,331,000
    )
    
    
    38,510,000Cash and cash equivalents  Beginning of period
    
    
    232,998,000
    
    
    
    229,993,000Cash and cash equivalents  End of period
    
    $
    210,667,000
    
    
    $
    268,503,000Cash paid for income taxes
    
    $
    6,918,000
    
    
    $
    14,078,000Cash paid for interest
    
    
    
    
    
    $
    4,000,000
  3




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##### 



KAYDON CORPORATION
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
 (1) Basis of Presentation:
     (2) Cash and Cash Equivalents:
  July 4, 2009
    
    December 31, 2008Cash and cash equivalents:Money market and other short-term funds
    
    $
    203,093,000
    
    
    $
    221,604,000Time deposits, other interest bearing accounts, and other cash
    
    
    7,574,000
    
    
    
    11,394,000Cash and cash equivalents
    
    $
    210,667,000
    
    
    $
    232,998,000
 4




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##### 



(3) Inventories:
 July 4, 2009
    
    December 31, 2008Raw material
    
    $
    41,140,000
    
    
    $
    41,158,000Work in process
    
    
    27,093,000
    
    
    
    24,852,000Finished goods
    
    
    46,506,000
    
    
    
    31,738,000$
    114,739,000
    
    
    $
    97,748,000
 (4) Comprehensive Income:
  (5) Earnings per Share:
  Second Quarter EndedAs adjusted(Note 1)July 4, 2009
    
    June 28, 2008Earnings per share  BasicNet income
    
    $
    8,359,000
    
    
    $
    19,632,000Less: Net earnings allocated to participating securities  Basic
    
    
    (89,000
    )
    
    
    (280,000
    )Income available to common shareholders  Basic
    
    $
    8,270,000
    
    
    $
    19,352,000Weighted average common shares outstanding  Basic
    
    
    33,225,000
    
    
    
    27,291,000Earnings per share  Basic
    
    $
    0.25
    
    
    $
    0.71Earnings per share  DilutedNet income
    
    $
    8,359,000
    
    
    $
    19,632,000Less: Net earnings allocated to participating securities  Diluted
    
    
    (89,000
    )
    
    
    (261,000
    )Plus: Interest and debt issuance costs amortization related to
Contingent Convertible Notes, net of tax
    
    
    
    
    
    
    2,201,000Income available to common shareholders  Diluted
    
    $
    8,270,000
    
    
    $
    21,572,000Weighted average common shares outstanding  DilutedWeighted average common shares outstanding  Basic
    
    
    33,225,000
    
    
    
    27,291,000Potential dilutive shares resulting from stock options
    
    
    13,000
    
    
    
    40,000Dilutive shares resulting from Contingent Convertible Notes
    
    
    
    
    
    
    6,841,000Weighted average common shares outstanding  Diluted
    
    
    33,238,000
    
    
    
    34,172,000Earnings per share  Diluted
    
    $
    0.25
    
    
    $
    0.63
 5




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##### 



First Half EndedAs adjusted(Note 1)July 4, 2009
    
    June 28, 2008Earnings per share  BasicNet income
    
    $
    18,483,000
    
    
    $
    34,951,000Less: Net earnings allocated to participating securities  Basic
    
    
    (211,000
    )
    
    
    (535,000
    )Income available to common shareholders  Basic
    
    $
    18,272,000
    
    
    $
    34,416,000Weighted average common shares outstanding  Basic
    
    
    33,274,000
    
    
    
    27,338,000Earnings per share  Basic
    
    $
    0.55
    
    
    $
    1.26Earnings per share  DilutedNet income
    
    $
    18,483,000
    
    
    $
    34,951,000Less: Net earnings allocated to participating securities  Diluted
    
    
    (211,000
    )
    
    
    (515,000
    )Plus: Interest and debt issuance costs amortization related to
Contingent Convertible Notes, net of tax
    
    
    
    
    
    
    4,981,000Income available to common shareholders  Diluted
    
    $
    18,272,000
    
    
    $
    39,417,000Weighted average common shares outstanding  DilutedWeighted average common shares outstanding  Basic
    
    
    33,274,000
    
    
    
    27,338,000Potential dilutive shares resulting from stock options
    
    
    13,000
    
    
    
    41,000Dilutive shares resulting from Contingent Convertible Notes
    
    
    
    
    
    
    6,850,000Weighted average common shares outstanding  Diluted
    
    
    33,287,000
    
    
    
    34,229,000Earnings per share  Diluted
    
    $
    0.55
    
    
    $
    1.15
   6




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##### 



(6) Business Segment Information:
  Second Quarter Ended
    
    First Half EndedJuly 4, 2009
    
    June 28, 2008
    
    July 4, 2009
    
    June 28, 2008Net salesFriction Control Products
    
    $
    64,220,000
    
    
    $
    86,795,000
    
    
    $
    136,415,000
    
    
    $
    160,904,000Velocity Control Products
    
    
    10,241,000
    
    
    
    19,966,000
    
    
    
    22,400,000
    
    
    
    38,718,000Sealing Products
    
    
    9,591,000
    
    
    
    11,724,000
    
    
    
    20,163,000
    
    
    
    23,225,000Other
    
    
    14,266,000
    
    
    
    21,420,000
    
    
    
    29,675,000
    
    
    
    40,342,000Total consolidated net sales
    
    $
    98,318,000
    
    
    $
    139,905,000
    
    
    $
    208,653,000
    
    
    $
    263,189,000
 Second Quarter Ended
    
    First Half EndedJuly 4, 2009
    
    June 28, 2008
    
    July 4, 2009
    
    June 28, 2008Operating incomeFriction Control Products
    
    $
    9,759,000
    
    
    $
    22,105,000
    
    
    $
    22,241,000
    
    
    $
    39,699,000Velocity Control Products
    
    
    891,000
    
    
    
    6,089,000
    
    
    
    3,067,000
    
    
    
    11,681,000Sealing Products
    
    
    767,000
    
    
    
    1,527,000
    
    
    
    1,364,000
    
    
    
    3,041,000Other
    
    
    1,119,000
    
    
    
    3,327,000
    
    
    
    1,875,000
    
    
    
    5,460,000Total segment operating income
    
    
    12,536,000
    
    
    
    33,048,000
    
    
    
    28,547,000
    
    
    
    59,881,000Items not allocated to segment
operating income
    
    
    692,000
    
    
    
    (910,000
    )
    
    
    201,000
    
    
    
    (1,579,000
    )Interest expense
    
    
    (61,000
    )
    
    
    (3,502,000
    )
    
    
    (123,000
    )
    
    
    (7,909,000
    )Interest income
    
    
    109,000
    
    
    
    1,742,000
    
    
    
    239,000
    
    
    
    3,678,000Income before income taxes
    
    $
    13,276,000
    
    
    $
    30,378,000
    
    
    $
    28,864,000
    
    
    $
    54,071,000
 (7) Long-term Debt:
    7




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##### 



(8) Goodwill and Other Intangible Assets:
   Friction
    
    VelocityControl
    
    Control
    
    SealingProducts
    
    Products
    
    Products
    
    Other
    
    TotalBalance as of
January 1, 2009
    
    $
    55,392,000
    
    
    $
    43,200,000
    
    
    $
    186,000
    
    
    $
    43,646,000
    
    
    $
    142,424,000Effect of foreign
currency
exchange rate
changes
    
    
    280,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    280,000Balance as of
April 4, 2009
    
    $
    55,672,000
    
    
    $
    43,200,000
    
    
    $
    186,000
    
    
    $
    43,646,000
    
    
    $
    142,704,000Effect of foreign
currency
exchange rate
changes
    
    
    1,620,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,620,000Balance as of
July 4, 2009
    
    $
    57,292,000
    
    
    $
    43,200,000
    
    
    $
    186,000
    
    
    $
    43,646,000
    
    
    $
    144,324,000
  July 4, 2009
    
    December 31, 2008Gross
    
    
    
    
    
    GrossCarrying
    
    Accumulated
    
    Carrying
    
    AccumulatedAmortized Intangible Assets
    
    Amount
    
    Amortization
    
    Amount
    
    AmortizationCustomer relationships and lists
    
    $
    28,194,000
    
    
    $
    13,213,000
    
    
    $
    28,194,000
    
    
    $
    11,761,000Patents and developed technology
    
    
    6,466,000
    
    
    
    3,255,000
    
    
    
    6,427,000
    
    
    
    3,004,000Backlog
    
    
    3,300,000
    
    
    
    2,871,000
    
    
    
    3,300,000
    
    
    
    2,519,000Distributor agreements
    
    
    374,000
    
    
    
    180,000
    
    
    
    374,000
    
    
    
    162,000Product names
    
    
    320,000
    
    
    
    146,000
    
    
    
    320,000
    
    
    
    130,000Trademarks
    
    
    200,000
    
    
    
    148,000
    
    
    
    200,000
    
    
    
    97,000$
    38,854,000
    
    
    $
    19,813,000
    
    
    $
    38,815,000
    
    
    $
    17,673,000
  July 4, 2009
    
    December 31, 2008Unamortized Intangible Assets
    
    Carrying Amount
    
    Carrying AmountTrademarks
    
    $
    4,604,000
    
    
    $
    4,604,000Aggregate Intangible Assets
Amortization ExpenseFor the first half ended July 4, 2009
    
    
    
    
    
    $
    2,140,000For the first half ended June 28, 2008
    
    
    
    
    
    $
    2,731,000
 8




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##### 



Estimated Intangible Assets Amortization ExpenseFor the year ending December 31, 2009
    
    
    
    
    
    $
    4,317,000For the year ending December 31, 2010
    
    
    
    
    
    $
    3,574,000For the year ending December 31, 2011
    
    
    
    
    
    $
    2,263,000For the year ending December 31, 2012
    
    
    
    
    
    $
    1,981,000For the year ending December 31, 2013
    
    
    
    
    
    $
    1,713,000
 (9) Employee Benefit Plans:
  Second Quarter Ended
    
    First Half EndedPension Benefits
    
    July 4, 2009
    
    June 28, 2008
    
    July 4, 2009
    
    June 28, 2008Service cost
    
    $
    792,000
    
    
    $
    836,000
    
    
    $
    1,583,000
    
    
    $
    1,507,000Interest cost
    
    
    1,712,000
    
    
    
    1,855,000
    
    
    
    3,424,000
    
    
    
    3,426,000Expected return on plan assets
    
    
    (1,497,000
    )
    
    
    (2,269,000
    )
    
    
    (2,908,000
    )
    
    
    (4,212,000
    )Amortization of:Unrecognized net prior
service cost
    
    
    3,000
    
    
    
    7,000
    
    
    
    6,000
    
    
    
    14,000Unrecognized net loss
    
    
    1,265,000
    
    
    
    1,000
    
    
    
    2,530,000
    
    
    
    2,000Total
    
    $
    2,275,000
    
    
    $
    430,000
    
    
    $
    4,635,000
    
    
    $
    737,000
 Second Quarter Ended
    
    First Half EndedPostretirement Benefits
    
    July 4, 2009
    
    June 28, 2008
    
    July 4, 2009
    
    June 28, 2008Service cost
    
    $
    122,000
    
    
    $
    73,000
    
    
    $
    201,000
    
    
    $
    146,000Interest cost
    
    
    204,000
    
    
    
    164,000
    
    
    
    376,000
    
    
    
    328,000Amortization of:Unrecognized net prior
service cost
    
    
    (266,000
    )
    
    
    (430,000
    )
    
    
    (567,000
    )
    
    
    (859,000
    )Unrecognized net gain
    
    
    (129,000
    )
    
    
    (227,000
    )
    
    
    (257,000
    )
    
    
    (454,000
    )Curtailment gain
    
    
    (910,000
    )
    
    
    
    
    
    
    (910,000
    )
    
    
    Total
    
    $
    (979,000
    )
    
    $
    (420,000
    )
    
    $
    (1,157,000
    )
    
    $
    (839,000
    )
   9




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##### 



(10) Stock-Based Compensation:
  First Half EndedJuly 4, 2009Wtd.-Avg.Restricted
    
    Grant DateStock
    
    Fair ValueOutstanding at January 1, 2009
    
    
    391,580
    
    
    $
    38.33Granted
    
    
    86,750
    
    
    $
    25.43Vested
    
    
    (139,008
    )
    
    $
    35.91Canceled
    
    
    (1,108
    )
    
    $
    35.64Outstanding at April 4, 2009
    
    
    338,214
    
    
    $
    36.02Granted
    
    
    6,000
    
    
    $
    32.69Canceled
    
    
    (511
    )
    
    $
    33.17Outstanding at July 4, 2009
    
    
    343,703
    
    
    $
    35.97
   First  Half EndedJuly 4, 2009Wtd.-Avg.Options
    
    Ex. PriceOutstanding at January 1, 2009
    
    
    443,750
    
    
    $
    41.87Granted
    
    
    99,500
    
    
    $
    25.43Outstanding at April 4, 2009
    
    
    543,250
    
    
    $
    38.86Granted
    
    
    21,000
    
    
    $
    32.69Canceled
    
    
    (13,500
    )
    
    $
    38.24Outstanding at July 4, 2009
    
    
    550,750
    
    
    $
    38.64Exercisable at July 4, 2009
    
    
    184,000
    
    
    $
    41.17Weighted-Avg. Fair Value of Options Granted
    
    $
    7.66Weighted-Avg. Remaining Contractual Life (years)Outstanding at July 4, 2009
    
    
    8.0Exercisable at July 4, 2009
    
    
    7.4
   10




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(11) Impact of Recently Issued Accounting Pronouncements:
    (12) Fair Value Measurement:
  Level 1 
    Inputs are quoted prices in active markets for identical assets or liabilities.Level 2 
    Inputs are quoted prices for similar assets or liabilities in an active market,
quoted prices for
identical or similar assets or liabilities in markets that are not active, inputs
other than quoted prices that are observable and market-corroborated inputs which
are derived principally from or corroborated by observable market data.Level 3 
    Inputs are derived from valuation techniques in which one or more significant
inputs or value
drivers are unobservable.
  Fair Value Measurement at July 4, 2009 Using:Total
    
    Quoted Prices in
    
    SignificantFair Value
    
    Active Markets
    
    Other
    
    SignificantMeasurement at
    
    for Identical
    
    Observable
    
    UnobservableJuly 4, 2009
    
    Assets (Level 1)
    
    Inputs (Level 2)
    
    Inputs (Level 3)Long-term investment
    
    $
    3,244,000
    
    
    
    
    
    
    
    
    
    
    $
    3,244,000
 11




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##### 



Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)Balance at January 1, 2009
    
    $
    4,940,000Redemptions  cash received
    
    
    (1,416,000
    )Gain on investment redemptions above book value included in interest income
    
    
    2,000Unrealized
gain on investment recorded to accumulated other comprehensive income
    
    
    28,000Balance at April 4, 2009
    
    $
    3,554,000Redemptions  cash received
    
    
    (477,000
    )Gain on investment redemptions above book value included in interest income
    
    
    19,000Unrealized
gain on investment recorded to accumulated other comprehensive income
    
    
    148,000Balance at July 4, 2009
    
    $
    3,244,000
  12




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 Overview
      Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations
 Results of Operations
 Second Fiscal Quarter Results
   13




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14




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15




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First Fiscal Half Results
          16




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##### 



Liquidity and Capital Resources
     17




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##### 



Outlook
     Critical Accounting Policies and Estimates
   18




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##### 



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements
   19




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##### 



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
   
 ITEM 4. CONTROLS AND PROCEDURES.
  20




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PART II. OTHER INFORMATION
 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
   Nominee
    
    Votes For
    
    Votes WithheldMark A. Alexander
    
    
    19,957,034
    
    
    
    11,236,956David A. Brandon
    
    
    16,842,091
    
    
    
    14,351,899Patrick P. Coyne
    
    
    30,881,441
    
    
    
    312,549William K. Gerber
    
    
    30,814,353
    
    
    
    379,638Timothy J. ODonovan
    
    
    30,719,724
    
    
    
    474,267James OLeary
    
    
    30,639,749
    
    
    
    554,241Thomas C. Sullivan
    
    
    17,646,012
    
    
    
    13,547,979
  21




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ITEM 6. EXHIBITS.
 Exhibit No.
    
    Description3.1
    
    Amended and Restated By-laws of Kaydon Corporation (previously filed as Exhibit 3.1 to the
Companys Current Report on Form 8-K filed May 26, 2009 and incorporated herein by reference)10.1*
    
    Amended and Restated Executive Management Bonus Program (previously filed as Exhibit 10.1 to
the Companys Current Report on Form 8-K filed May 26, 2009 and incorporated herein by
reference)10.2*
    
    Change in Control Compensation Agreement between Kaydon Corporation and Donald Buzinkai,
dated June 11, 2009 (previously filed as Exhibit 10.1 to the Companys Current Report on Form
8-K filed June 15, 2009 and incorporated herein by reference)31.1
    
    Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
  22




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##### 



KAYDON CORPORATIONAugust 5, 2009
    /s/ Peter C. DeChantsPeter C. DeChantsSenior Vice President, Chief Financial OfficerAugust 5, 2009
    /s/ Donald I. BuzinkaiDonald I. BuzinkaiVice President, Controller and Chief Accounting Officer 23




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##### 



Exhibit No.
    
    Description3.1
    
    Amended and Restated By-laws of Kaydon Corporation (previously filed as Exhibit 3.1 to the
Companys Current Report on Form 8-K filed May 26, 2009 and incorporated herein by reference)10.1*
    
    Amended and Restated Executive Management Bonus Program (previously filed as Exhibit 10.1 to
the Companys Current Report on Form 8-K filed May 26, 2009 and incorporated herein by
reference)10.2*
    
    Change in Control Compensation Agreement between Kaydon Corporation and Donald Buzinkai,
dated June 11, 2009 (previously filed as Exhibit 10.1 to the Companys Current Report on Form
8-K filed June 15, 2009 and incorporated herein by reference)31.1
    
    Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
  24