-----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, D+efcvs/8vCx4h7/tpzCsDi0IcSqws1PSumFJTUsBClIRX7hS/BaNSpgn6W4uFuU LoVILQwGnx1bu8xxvsyWxA== 0001104659-09-019161.txt : 20090320 0001104659-09-019161.hdr.sgml : 20090320 20090320172806 ACCESSION NUMBER: 0001104659-09-019161 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090316 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090320 DATE AS OF CHANGE: 20090320 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15760 FILM NUMBER: 09697133 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/A 1 a09-8213_28ka.htm 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

FORM 8-K/A

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  March 16, 2009

 

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))

 

 

 


 

Explanatory Statement

 

                This Current Report on Form 8-K/A amends Items 1.01 and 2.03 of the Current Report on Form 8-K filed by the registrant on March 20, 2009 to include additional information regarding the events reported therein.

 

Item 1.01               Entry Into a Material Definitive Agreement.

 

                On March 16, 2009, Hardinge Inc. (“Hardinge” or the “Company”) entered into a new credit facility with Manufacturers and Traders Trust Company (“M&T Bank”) pursuant to which M&T Bank extended a $10 million term loan to Hardinge.  The term loan bears interest at one-month LIBOR plus 500 basis points until September 30, 2009 and, thereafter until maturity, one-month LIBOR plus 600 basis points, with a minimum rate of 5.5%.  The term loan matures on March 16, 2010.

 

                The term loan is secured by substantially all of the assets of the Company, including a pledge of 66-2/3% of the Company’s interest in Hardinge Holdings GmbH, the holding company for Hardinge’s foreign subsidiaries.  The term loan is guaranteed by Hardinge Technology Systems, Inc., a wholly-owned subsidiary of the Company and owner of the real property comprising the Company’s world headquarters in Elmira, New York.  The real property is subject to a negative pledge agreement in favor of M&T Bank.

 

                The new credit facility with M&T Bank does not include any financial covenants but does contain other customary representations, affirmative and negative covenants and events of default.

 

                The proceeds of the term loan were used to repay approximately $8 million of indebtedness owed by Hardinge under a multi-currency secured credit facility entered into in June 2008 with a bank syndicate that did not include M&T Bank.  The multi-currency credit facility, which had a maturity of June 2013, has been paid in full and terminated.

 

                Contemporaneous with Hardinge’s entry into the new credit facility with M&T Bank, the Company has entered into a commitment letter with M&T Bank for a three-year $25 million revolving credit facility.  The commitment letter is subject to customary contingencies and if consummated will replace the $10 million term loan with M&T Bank discussed above.

 

Item 2.03               Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 

                The information set forth in Item 1.01 above is incorporated herein by reference.

 

 

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Item 9.01(d)          Exhibits.

 

Exhibits

 

Description

10.1*

 

Credit Agreement dated March 16, 2009 between Hardinge and M&T Bank.

 

 

 

10.2*

 

Libor Term Note dated March 16, 2009 in the principal amount of $10,000,000 by Hardinge to M&T Bank.

 

 

 

10.3*

 

General Security Agreement dated March 16, 2009 by Hardinge in favor of M&T Bank.

 

 

 

10.4*

 

Continuing Guaranty dated March 16, 2009 by Hardinge Technology Systems, Inc. in favor of M&T Bank.

 

 

 

10.5*

 

Negative Pledge Agreement dated March 16, 2009 by Hardinge Technology Systems, Inc. in favor of M&T Bank.

 

 

 

10.6*

 

Post Closing Agreement dated March 16, 2009 by and among Hardinge, Hardinge Technology Systems, Inc. and M&T Bank.

*  Incorporated by reference from the registrant’s Current Report on Form 8-K filed March 20, 2009.

 

 

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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: March 20, 2009

By:

/s/ EDWARD J. GAIO

 

 

Edward J. Gaio

 

 

Chief Financial Officer

 

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