-----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, PGxLdV0W+/7LMJlQIl/6zHd1//+gElHfxdmH/eFdtRRLNVXF8H7TFz15i8gxp0S9 AXgL3BqBtfYOEtEhHJivhQ== 0001104659-07-029954.txt : 20070420 0001104659-07-029954.hdr.sgml : 20070420 20070420162538 ACCESSION NUMBER: 0001104659-07-029954 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070420 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070420 DATE AS OF CHANGE: 20070420 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: 07779240 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 a07-11980_18k.htm 8-K

 

UNITED STATES

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):  April 20, 2007

 

Hardinge Inc.

(Exact name of Registrant as specified in its charter)

 

New York

 

000-15760

 

16-0470200

(State or other jurisdiction of
incorporation or organization)

 

(Commission file number)

 

(I.R.S. Employer
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)

 

N/A

(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:

o               Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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

 

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

 

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

 

 




ITEM 8.01                 Other Events

On April 20, 2007 Hardinge Inc. issued a press release announcing the pricing of an underwritten public offering of 2,220,000 shares of its common stock at a price of $23.50 per share for gross proceeds of approximately $52.2 million. 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 9.01                 Financial Statements and Exhibits

99.1   Press release dated April 20, 2007

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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.

 

 

Registrant

 

 

 

 

 

 

 

 

 

 

Date: April 20, 2007

 

By:

/s/ J. PATRICK ERVIN

 

 

 

J. Patrick Ervin

 

 

 

Chairman, President and

 

 

 

Chief Executive Officer

 

 

 

 

 

 

 

 

Date: April 20, 2007

 

By:

/s/ CHARLES R. TREGO, JR.

 

 

 

Charles R. Trego, Jr.

 

 

 

Senior Vice President and

 

 

 

Chief Financial Officer

 

 

 

 

 

 

 

 

Date: April 20, 2007

 

By:

/s/ EDWARD J. GAIO

 

 

 

Edward J. Gaio

 

 

 

Corporate Controller

 

 

 

Principal Accounting Officer

 

3



EX-99.1 2 a07-11980_1ex99d1.htm EX-99.1

EXHIBIT 99.1

HARDINGE INC.

 

Contact:

One Hardinge Drive

 

Kelly R. Baker, Treasurer

Elmira, N.Y. 14902

 

(607) 378-4302

 

Hardinge Prices Follow-On Stock Offering

ELMIRA, N.Y., April 20 - Hardinge Inc. (Nasdaq:HDNG), a leading global provider of advanced material-cutting solutions, today announced the pricing of an underwritten public offering of 2,220,000 shares of its common stock at a price of $23.50 per share for gross proceeds of approximately $52.2 million. The net proceeds of the offering after deducting underwriting discounts and commissions and estimated offering expenses are expected to be approximately $48.6 million.

Hardinge intends to use the net proceeds of the offering to pay down substantially all of the indebtedness under its U.S. overdraft and revolving line of credit facilities.

The underwriters have been granted a 30-day option to purchase up to an additional 333,000 shares of common stock to cover over-allotments. The company expects to close the transaction on or about April 25, 2007, and the closing is subject to customary conditions.

Jefferies & Company, Inc. is acting as the book-running manager and J.P. Morgan Securities Inc. is acting as co-manager.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state.  The offering will be made under the company’s existing shelf registration statement previously filed with and declared effective by the Securities and Exchange Commission.  Any offer of the shares will be made exclusively by means of a prospectus, including a prospectus supplement forming a part of the effective registration statement.  When available, a final prospectus supplement and the accompanying prospectus relating to the offering may be obtained by contacting Jefferies & Company, Inc. at 520 Madison Avenue, New York, N.Y. 10022.

- MORE -

4




 

Hardinge is a global designer, manufacturer and distributor of machine tools, specializing in high-precision, computer controlled, material-cutting machines. The company’s products are distributed to most of the industrialized markets around the world and in 2006 more than 60% of sales were from outside of North America. Hardinge has a very diverse international customer base and serves a wide variety of end-user markets. Along with metalworking manufacturers which make parts for a variety of industries, the company’s customers include a wide range of end users in the aerospace, agricultural, transportation, basic consumer goods, communications and electronics, construction, defense, energy, pharmaceutical and medical equipment, and recreation industries, among others. The company has manufacturing operations in the United States, Switzerland, Taiwan and China. Hardinge’s common stock trades on the NASDAQ Global Select Market under the symbol, “HDNG.” For more information, please visit http://www.hardinge.com.

This news release contains forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended). Such statements are based on management’s current expectations that involve risks and uncertainties. Any statements that are not statements of historical fact or that are about future events may be deemed to be forward-looking statements. For example, words such as “may,” “will,” “ should,” “estimates,” “predicts,” “potential,” “continue,” “strategy,” “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions are intended to identify forward- looking statements. The Company’s actual results or outcomes and the timing of certain events may differ significantly from those discussed in any forward-looking statements. The Company undertakes no obligation to publicly update any forward looking statement, whether as a result of new information, future events, or otherwise.

####

 

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