-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MkqEGELQ3d/7p/kdqA4vWSTCF+WvYetzFABKW7o1BRs2QjUUJuE3kDD20GXr6fSc MVVGOS0oaOHfyoMyhk/VnA== 0000912057-02-035884.txt : 20020918 0000912057-02-035884.hdr.sgml : 20020918 20020918141625 ACCESSION NUMBER: 0000912057-02-035884 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020916 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARDINGE INC CENTRAL INDEX KEY: 0000313716 STANDARD INDUSTRIAL CLASSIFICATION: MACHINE TOOLS, METAL CUTTING TYPES [3541] IRS NUMBER: 160470200 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15760 FILM NUMBER: 02766752 BUSINESS ADDRESS: STREET 1: ONE HARDING DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 BUSINESS PHONE: 6077342281 MAIL ADDRESS: STREET 1: ONE HARDINGE DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 FORMER COMPANY: FORMER CONFORMED NAME: HARDINGE BROTHERS INC DATE OF NAME CHANGE: 19920703 8-K 1 a2089558z8-k.txt FORM 8-K 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 16, 2002 Commission file number: 000-15760 HARDINGE INC. (Exact name of Registrant as specified in its charter) NEW YORK 16-0470200 ------------------------------ ---------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE HARDINGE DRIVE ELMIRA, NY 14902 (Address of principal executive offices) (Zip code) (607) 734-2281 (Registrant's telephone number including area code) ITEM 5. OTHER EVENTS On September 16, 2002, Hardinge Inc. issued a press release announcing the formation of an alliance with Bridgeport International. A copy of the press release is included as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable (b) Not applicable (c) Exhibits 99 Press Release issued by registrant on September 16, 2002. .. 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, thereunto duly authorized. HARDINGE INC. SEPTEMBER 18, 2002 By: /s/ RICHARD L. SIMONS - --------------------- --------------------- Date Richard L. Simons Executive Vice President and Chief Financial Officer (Principal Financial Officer) EX-99.1 3 a2089558zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 FRB | WEBER SHANDWICK RE: HARDINGE INC. | FINANCIAL COMMUNICATIONS ONE HARDINGE DRIVE ELMIRA, NY 14902 (NASDAQ: HDNG) AT THE COMPANY: AT FRB | WEBER SHANDWICK: Richard L. Simons Kerry Thalheim John McNamara Exec VP & CFO General Inquiries Analyst Inquiries (607) 378-4202 (212) 445-8437 (212) 445-8435 FOR IMMEDIATE RELEASE MONDAY, SEPTEMBER 16, 2002 HARDINGE FORMS ALLIANCE WITH BRIDGEPORT INTERNATIONAL ELMIRA, N.Y., SEPTEMBER 16, 2002 -- In a joint statement today, Hardinge Inc. (Nasdaq: HDNG) of Elmira, NY, and BPT Holdings, Inc. along with its wholly-owned subsidiary Bridgeport Machines Ltd. (Bridgeport UK and collectively Bridgeport International), Leicester, UK, announced that they have signed a letter of intent whereby Hardinge Inc. intends to assume responsibility in North America for the manufacture and distribution of Bridgeport knee mills, related parts and service support functions, and other activities concerning products previously produced by the Connecticut operations of Bridgeport Machines, Inc. Consummation of the transaction is contingent on the execution of definitive agreements and the satisfaction of certain conditions. Stuart Wilkins, Chief Executive Officer of Bridgeport International commented, "I am delighted to announce our intention to form an alliance with Hardinge. They are our number one choice to carry on the American tradition of Bridgeport knee mills and provide related parts and service support for our enormous installed base of products in North America. Hardinge has the combination of machine tool heritage, high quality manufacturing, and strong customer service and support we seek in our partners. I am genuinely excited about the opportunities for Bridgeport International customers, distributors and vendors that this alliance should bring, in addition to the joint marketing, distribution and revenue opportunities for Bridgeport International and Hardinge." J. Patrick Ervin, President and CEO of Hardinge Inc. said, "We too are excited to be joining together two of the great names of the U.S. machine tool industry. The addition of Bridgeport knee mills to our product line will be a tremendous addition to our product offerings serving the important North American job shop markets. We will also be able to further leverage our growing machine services business by adding to it the repair parts and service business of Bridgeport." "The machines produced in Elmira, NY, will continue to carry the proud `Bridgeport' name," continued Ervin. "The industry for small parts manufacturing was founded on Hardinge lathes and Bridgeport mills, and I dare say that you cannot go into any quality job shop in North America without finding a Bridgeport knee mill and Hardinge manual lathe standing side by side." Hardinge currently expects to be supplying parts and services as soon as definitive agreements with Bridgeport International are concluded, and plans to be in production of machines at its Elmira, NY facility in the first quarter of 2003. Customers and suppliers will be contacted shortly to ensure their needs are addressed. Bridgeport International's operations were founded over 60 years ago. It is a leading worldwide machine tool manufacturer. Its new headquarters and main manufacturing facilities are located in Leicester, UK, from which it manufactures and/or distributes its full line of vertical and horizontal milling machines, flexible grinding machines, lathes and knee mills. Bridgeport International has offices in the United Kingdom, Germany, Holland and the United States, with worldwide production and distribution throughout North America, Europe, the Middle East and Asia. Hardinge Inc., founded over 100 years ago, is a leading worldwide machine tool manufacturer. The company designs, manufactures and sells CNC metal cutting lathes, machining centers, and related tooling and accessories of the highest precision and reliability generally available in the market, as well as a wide range of high-quality collets, chucks and other workholding products. With the acquisition of L. KELLENBERGER & CO. AG ("KELLENBERGER") in 1995, and HTT (HAUSER, TRIPET, TSCHUDIN) in 2000, Hardinge expanded its product lines to include Kellenberger and HTT grinding machines. Hardinge's partnership with EMAG Machines of Germany resulted in the introduction of high-quality inverted-spindle CNC Vertical Lathes. Bridgeport International is a portfolio company of American Capital Strategies Ltd. (Nasdaq: ACAS). American Capital is a publicly traded buyout and mezzanine fund with capital resources exceeding $1 billion. For further information please contact: Stuart Wilkins at Bridgeport International (44) 116-253-1122 J. Patrick Ervin at Hardinge (607) 734-2281 L. Thomas Gregory at American Capital (312) 681-7400 THIS NEWS RELEASE CONTAINS STATEMENTS OF A FORWARD-LOOKING NATURE RELATING TO THE FINANCIAL PERFORMANCE OF HARDINGE INC. SUCH STATEMENTS ARE BASED UPON INFORMATION KNOWN TO MANAGEMENT AT THIS TIME. THE COMPANY CAUTIONS THAT SUCH STATEMENTS NECESSARILY INVOLVE UNCERTAINTIES AND RISK, AND DEAL WITH MATTERS BEYOND THE COMPANY'S ABILITY TO CONTROL AND IN MANY CASES THE COMPANY CANNOT PREDICT WHAT FACTORS WOULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED. AMONG THE MANY FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS ARE FLUCTUATIONS IN THE MACHINE TOOL BUSINESS CYCLES, CHANGES IN GENERAL ECONOMIC CONDITIONS IN THE U.S. OR INTERNATIONALLY, THE MIX OF PRODUCTS SOLD AND THE PROFIT MARGINS THEREON, THE RELATIVE SUCCESS OF THE COMPANY'S ENTRY INTO NEW PRODUCT AND GEOGRAPHIC MARKETS, THE COMPANY'S ABILITY TO MANAGE ITS OPERATING COSTS, ACTIONS TAKEN BY CUSTOMERS SUCH AS ORDER CANCELLATIONS OR REDUCED BOOKINGS BY CUSTOMERS OR DISTRIBUTORS, COMPETITORS' ACTIONS SUCH AS PRICE DISCOUNTING OR NEW PRODUCT INTRODUCTIONS, GOVERNMENTAL REGULATIONS AND ENVIRONMENTAL MATTERS, CHANGES IN THE AVAILABILITY AND COST OF MATERIALS AND SUPPLIES, THE IMPLEMENTATION OF NEW TECHNOLOGIES AND CURRENCY FLUCTUATIONS. ANY FORWARD-LOOKING STATEMENT SHOULD BE CONSIDERED IN LIGHT OF THESE FACTORS. THE COMPANY UNDERTAKES NO OBLIGATION TO REVISE ITS FORWARD-LOOKING STATEMENTS IF UNANTICIPATED EVENTS ALTER THEIR ACCURACY. -----END PRIVACY-ENHANCED MESSAGE-----