-----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, VB1IRVLJt3HqeGO6LGIFnD7DqI92GSAA0rHBLZdYjPNSvkPCa5HZkBk68xKjfuF3 fvMFa+Kpf6junL4qHi4mJA== 0001047469-02-004066.txt : 20021122 0001047469-02-004066.hdr.sgml : 20021122 20021122121335 ACCESSION NUMBER: 0001047469-02-004066 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021119 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021122 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: 02837235 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 a2094495z8-k.txt 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): NOVEMBER 19, 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 November 20, 2002, Hardinge Inc. issued a press release announcing that the Company's Board of Directors elected J. Patrick Ervin as Chairman of the Board effective January 1, 2003. The Board also announced the appointment of Douglas G. Rich as Vice President - General Manager - U. S. Machine Operations. The Company's Board also declared a cash dividend of $0.01 per share to shareholders of record November 29, 2002 , payable December 10, 2002. 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 November 20, 2002. 2 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. November 22, 2002 By: /s/ RICHARD L. SIMONS - ------------------- --------------------- Date Richard L. Simons Executive Vice President and Chief Financial Officer (Principal Financial Officer) 3 EX-99.1 3 a2094495zex-99_1.txt EXHIBIT 99.1 [LETTERHEAD OF WEBER SHANDWICK] RE: HARDINGE INC. 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 HARDINGE INC. ANNOUNCES ELECTION OF J. PATRICK ERVIN TO CHAIRMAN OF BOARD OF DIRECTORS ------------------------------------------------------------------------------- o DOUGLAS G. RICH PROMOTED TO VICE PRESIDENT - GENERAL MANAGER U.S. MACHINE OPERATIONS o SEMI-ANNUAL DIVIDEND OF $0.01 DECLARED Elmira, N.Y., November 20, 2002 - Hardinge Inc. (Nasdaq: HDNG), a leading producer of advanced material-cutting solutions, announced today that its Board of Directors has elected Mr. J. Patrick Ervin as Chairman of the Board, effective January 1, 2003. Mr. Ervin, 45, will retain his title of President and Chief Executive Officer. Mr. E. Martin Gibson, currently Chairman of the Board, will remain as a member of the Board of Directors after that date. In making the announcement, Mr. Gibson commented, "This appointment represents the trust and confidence the entire Board of Directors has in Pat Ervin and his abilities to lead Hardinge into the future. Pat has shown the leadership capabilities to guide the Company's operations through the difficult economic environment it has experienced over the past few years. He has shown the courage to make difficult decisions, the vision to embark in new directions, and the creativity to balance short-term concerns with long- term opportunities. His enormous breadth of knowledge regarding Hardinge's operations, its markets, and its industry provide the background to form the strategies necessary to lead the Company into tomorrow." The Board also announced the appointment of Mr. Douglas G. Rich as Vice President - General Manager - U.S. Machine Operations. Mr. Rich, 46, previously held the title of Vice President - Manufacturing. In making the announcement, Mr. Ervin commented, "Doug came to us almost two years ago with a strong background in operational management. He has shown the ability to have a very positive impact on our manufacturing operations, and we look forward to expanding his reach to all of the U.S. machine product based operations." The Board of Directors also announced today the declaration of a cash dividend of $0.01 per share on the Company's common stock payable on December 10, 2002 to stockholders of record as of November 29, 2002. This dividend reflects a reduction from the previous semi-annual dividend of $0.03 announced in May. In May, the Company also announced its policy of considering dividends on a semi-annual basis in May and November of each year, rather than quarterly. 4 The Company's Board of Directors noted that the reduction in the dividend rate was a necessary action due to the current difficult operating conditions in the machine tool industry and the effect those conditions have had on the operating performance of the Company. It remains the Company's objective to ensure that Hardinge remains a financially strong company with the flexibility to fund strategic initiatives. Hardinge Inc., founded more than 100 years ago, is an international leader in providing the latest industrial technology to companies requiring material-cutting solutions. The Company designs and manufactures computer-numerically controlled metal-cutting lathes, machining centers, grinding machines and other industrial products. The Company's common stock trades on Nasdaq under the symbol "HDNG." For more information, please visit the Company's website at WWW.HARDINGE.COM. 5 -----END PRIVACY-ENHANCED MESSAGE-----