-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tBGFsyB/FtBMg2BUvxEt5v0srMmyQYAOAC/Un3uSigYqrlNmW9JgRqb4RmHO8aqg aET/51GqVAPSrf/GGT5CVQ== 0000950146-95-000225.txt : 19950530 0000950146-95-000225.hdr.sgml : 19950530 ACCESSION NUMBER: 0000950146-95-000225 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950519 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARDINGE BROTHERS INC CENTRAL INDEX KEY: 0000313716 STANDARD INDUSTRIAL CLASSIFICATION: 3540 IRS NUMBER: 160470200 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-15760 FILM NUMBER: 95541254 BUSINESS ADDRESS: STREET 1: ONE HARDING DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 BUSINESS PHONE: 6077342281 MAIL ADDRESS: STREET 2: ONE HARDINGE DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 FORMER COMPANY: FORMER CONFORMED NAME: HARDINGE BROTHERS INC DATE OF NAME CHANGE: 19920703 8-A12B 1 HARDINGE INC. As filed with the Securities and Exchange Commission on May 19, 1995 SECURITIES AND EXCHANGE COMMISSI0N Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 HARDINGE INC. (formerly Hardinge Brothers, Inc.) (Exact name of registrant as specified in its charter) NEW YORK 16-0470200 (State of incorporation (I.R.S. Employer or organization) Identification No.) One Hardinge Drive Elmira, New York 14902-1507 (Address of principal (Zip Code) executive offices) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which each class is to be so registered to be registered --- --- Securities to be registered pursuant to Section 12 (g) of the Act: Common Stock, par value $.01 per share (Title of class) EXPLANATORY NOTE The Registrant currently has the following two classes of common stock registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended: 1. Class A Common Stock, par value $5.00 per share (non-voting) 2. Class B Common Stock, par value $5.00 per share (voting) On May 16, 1995, the stockholders of the Registrant approved, subject to the approval by the Board of Directors of the Registrant of the final terms of an underwriting agreement with respect to a public offering of the Registrant's common stock, a reclassification of the Registrant's Class A and Class B Common Stock into a single class of Common Stock, $0.01 par value, and an increase in the total authorized shares of such common stock from 6,000,000 shares to 20,000,000 shares. This Form 8-A is filed with the Securities and Exchange Commission to register the Common Stock, par value $.01 per share, into which the Class A and Class B Common Stock will be reclassified. Item 1. Description of Registrant's Securities to be Registered A description of the Registrant's Common Stock to be registered hereby is contained in the "Description of Capital Stock" set forth in the prospectus to be filed in connection with the Registrant's Registration Statement on Form S-2, Registration Number 33-91644, pursuant to Rule 424(b) of the Securities Act of 1933, as amended, and such description is incorporated herein by this reference. Item 2. Exhibits 1.1 Restated Certificate of Incorporation of Hardinge Brothers, Inc. is incorporated by reference from Exhibit 4.1 of Amendment No. 1 to the Registrant's Registration Statement on Form S-2, Registration Number 33-91644, filed under the Securities Act of 1933, as amended, on May 11, 1995. 1.2 Amendment to the Restated Certificate of Incorporation of Hardinge Brothers, Inc. filed with the Secretary of State of the State of New York on May 27, 1988 is incorporated by reference from Exhibit 4.2 of Amendment No. 1 to the Registrant's Registration Statement on Form S-2, Registration Number 33-91644, filed under the Securities Act of 1933, as amended, on May 11, 1995. 1.3 Amendment to the Restated Certificate of Incorporation of Hardinge Brothers, Inc. filed with the Secretary of State of the State of New York on May 19, 1995. 1.4 Form of Amendment to the Restated Certificate of Incorporation of Hardinge Inc. to be filed with the Secretary of State of the State of New York prior to the effective date of the Registration Statement, Registration Number 33-91644. 2 By-laws of Hardinge Inc. is incorporated by reference from Exhibit 4.4 of Amendment No. 1 to the Registrant's Registration Statement on Form S-2, Registration Number 33-91644, filed under the Securities Act of 1933, as amended, on May 11, 1995. 3 Specimen of certificate for shares of Common Stock, par value $.01 per share, of Hardinge Inc. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. HARDINGE INC. Date: May 19, 1995 By: /s/ Malcolm L. Gibson Malcolm L. Gibson Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS Item Description 1.1 Restated Certificate of Incorporation of Hardinge Brothers, Inc. is incorporated by reference from Exhibit 4.1 of Amendment No. 1 to the Registrant's Registration Statement on Form S-2, Registration Number 33-91644, filed under the Securities Act of 1933, as amended, on May 11, 1995. 1.2 Amendment to the Restated Certificate of Incorporation of Hardinge Brothers, Inc. filed with the Secretary of State of the State of New York on May 27, 1988 is incorporated by reference from Exhibit 4.2 of Amendment No. 1 to the Registrant's Registration Statement on Form S-2, Registration Number 33-91644, filed under the Securities Act of 1933, as amended, on May 11, 1995. 1.3 Amendment to the Restated Certificate of Incorporation of Hardinge Brothers, Inc. filed with the Secretary of State of the State of New York on May 19, 1995. 1.4 Form of Amendment to the Restated Certificate of Incorporation of Hardinge Inc. to be filed with the Secretary of State of the State of New York prior to the effective date of the Registration Statement, Registration Number 33-91644. 2 By-laws of Hardinge Inc. is incorporated by reference from Exhibit 4.4 of Amendment No. 1 to the Registrant's Registration Statement on Form S-2, Registration Number 33-91644, filed under the Securities Act of 1933, as amended, on May 11, 1995. 3 Specimen of certificate for shares of Common Stock, par value $.01 per share, of Hardinge Inc. EX-1.3 2 Exhibit 1.3 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF HARDINGE BROTHERS, INC. Under Section 805 of the Business Corporation Law We, Robert E. Agan and J. Philip Hunter, President and Chief Executive Officer and Secretary, respectively, of Hardinge Brothers, Inc., a corporation organized and existing under the Business Corporation Law of the State of New York (the "Corporation"), DO HEREBY CERTIFY: 1. The name of the Corporation is Hardinge Brothers, Inc. 2. The Corporation is a consolidation of Morrison Machine Products, Inc., whose Certificate of Incorporation was filed by the Department of State of the State of New York on December 14, 1925, and Hardinge Brothers, Inc., whose Certificate of Incorporation was filed by the Department of State of the State of New York on March 3, 1931. The Certificate of Consolidation, pursuant to Section 86 of the New York Stock Corporation Law, was filed by the Department of State of the State of New York on December 24, 1937. A Restated Certificate of Incorporation of the Corporation was filed by the Department of State of the State of New York on May 19, 1987. A Certificate of Amendment of the Certificate of Incorporation of the Corporation was filed by the Department of State of the State of New York on June 21, 1988. 3. The Certificate of Incorporation of the Corporation is hereby amended to effect a change in the name of the Corporation. 4. To effect the foregoing, Article 1 thereof, relating to the name of the Corporation, is hereby amended and restated to read in its entirety as follows: "1. The name of the corporation is Hardinge Inc." 5. The amendment to the Certificate of Incorporation relating to the change of name of the Corporation was authorized by a vote of the Board of Directors, followed by vote of the holders of a majority of the Class A Common Stock and the Class B Common Stock, voting as a single class, entitled to vote thereon at a meeting of shareholders. 2 6. The Certificate of Incorporation of the Corporation is hereby amended to reclassify the Board of Directors of the Corporation to consist of three classes rather than the present two classes. 7. To effect the foregoing, Article 7 thereof, relating to the classification of the Board of Directors of the Corporation, is hereby amended and restated to read in its entirety as follows: "7. Subject to the other provisions of this Certificate of Incorporation, the business of the Corporation shall be managed under the direction of its Board of Directors. The number of Directors constituting the Board shall be nine subject to increase or decrease from time to time as provided in the By-laws of the Corporation. The By-laws may be amended only by the affirmative vote of at least 75% of the entire Board of Directors or by the affirmative vote of the holders of at least 75% of the outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. The Directors shall be classified, with respect to the period for which they shall severally hold office into three classes as nearly equal in number as possible each holding office, subject to the transitional provisions described below, for a period expiring at the third annual meeting of stockholders following the first annual meeting of stockholders of the Corporation at which Directors of such class have been elected. For transitional purposes the Directorships held by the 9 Directors holding office following the 1995 Annual Meeting shall be classified as follows: Class I Directorships- Messrs. Agan, Cole and Gibson will be considered to hold Class I Directorships. The Class I Directorships held by Messrs. Agan and Cole will expire at the Annual Meeting of Stockholders in 1996 and 1998 and at the Annual Meetings held in every third year thereafter and the Class I Directorship held by Mr. Gibson will expire at the Annual Meeting of Stockholders in 1995, 1997 and 1998 and at the Annual Meetings held in every third year thereafter; Class II Directorships- Dr. Menger and Messrs. Powers and Hunter will be considered to hold Class II Directorships. The Class II Directorships held by Dr. Menger and Mr. Hunter will expire at the Annual Meeting of 3 Stockholders in 1995, 1997 and 1999 and at the Annual Meetings held in every third year thereafter and the Class II Directorship held by Mr. Powers will expire at the Annual Meeting of Stockholders held in 1996, 1997 and 1999 and at the Annual Meetings held in every third year thereafter; and Class III Directorships- Messrs. Bennett, Flynn and Greenlee will be considered to hold Class III Directorships. The Class III Directorships held by Messrs. Bennett and Flynn will expire at the Annual Meeting of Stockholders in 1995 and 1997 and at the Annual Meetings of Stockholders held in every third year thereafter and the Class III Directorship held by Mr. Greenlee will expire at the Annual Meeting of Stockholders held in 1996 and 1997 and at the Annual Meetings held in every third year thereafter. Newly created Directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board of Directors. Any Director elected in accordance with the preceding sentence shall hold office until the next meeting of stockholders at which the election of Directors is in the regular order of business and until such Director's successor shall have been elected and qualified. No decrease in the number of directors constituting the Board of Directors or change in the restrictions and qualifications for Directors shall shorten the term of any incumbent director. Any Director, an entire class of Directors or the entire Board of Directors may be removed from office, only for cause, and only by the affirmative vote of the holders of at least 75% of the outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. 4 Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 75% of the outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend, or adopt any provision inconsistent with or to repeal this Article 7, provided, however, that the vote of only a majority of the outstanding shares of stock of the Corporation entitled to vote generally in the election of directors voting together as a single class shall be required if such alteration, amendment, inconsistent provision or repeal was approved by at least 75% of the entire Board of Directors." 8. The amendment to the Certificate of Incorporation relating to the reclassification of the Directorships of the Corporation was authorized by a vote of the Board of Directors, followed by vote of the holders of a majority of the Class A Common Stock and the Class B Common Stock, voting as a single class, entitled to vote thereon at a meeting of shareholders. 9. The Certificate of Incorporation of the Corporation is hereby amended to authorize the issuance of Preferred Stock. 10. To effect the foregoing, Articles 3 and 4 thereof, relating to the capitalization of the Corporation, are amended and restated to read in their entirety as follows: "3. The total number of shares which the Corporation may henceforth have is 8,000,000, which shares shall be classified as follows: 2,000,000 shares of the par value of $0.01 each are to be Preferred Stock; and 6,000,000 shares of the par value of $5.00 each are to be Common Stock. The Common Stock shall be divided into two classes, one to be known as "Class A Common" and to consist of 3,000,000 shares and the other to be known as "Class B Common" and to consist of 3,000,000 shares. 4. The relative voting, dividend, liquidation and other rights, preferences and limitations of the shares of each class are as follows: I. The Preferred Stock may be issued from time to time in one or more series, each such series to have the number of shares and designation, and the shares of each such series to have such relative rights, preferences or 5 limitations, as the Board of Directors, subject to the limitations prescribed by law or provided herein, may from time to time fix, before issuance, by delivering an appropriate certificate of amendment to the Department of State pursuant to the Business Corporation Law of the State of New York. The authority of the Board of Directors with respect to each series shall include, but not be limited to, the fixing of the following: (a) The number of shares to constitute the series and the distinctive designation thereof; (b) The dividend rate on the shares of the series; whether dividends shall be cumulative, and, if so, from what date or dates; (c) Whether or not the shares of the series shall be redeemable and, if redeemable, the terms upon which the shares of the series may be redeemed and the premium, if any, over and above the par value thereof and any dividends accrued thereon which the shares of the series shall be entitled to receive upon the redemption thereof; (d) Whether or not the shares of the series shall be subject to the operation of a retirement or sinking fund to be applied to the purchase or redemption of such shares for retirement and, if such retirement or sinking fund be established, the annual amount thereof and the terms and provisions relative to the operation thereof; (e) Whether or not the shares of the series shall be convertible into shares of any class or classes of stock of the Corporation, with or without par value, or of any other series of the same class and, if convertible, the conversion price or prices or the rate at which such conversion may be made and the method, if any, of adjusting the same; (f) The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation; (g) The restrictions, if any, on the payment of dividends upon, and the making of the distributions to any class of stock ranking junior to the shares of the series, and the restrictions, if any, on the purchase or redemption of the shares of any such junior class; 6 (h) Whether the series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; and (i) Any other relative rights, preferences and limitations of the series. II. Holders of shares of Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, dividends at the rates fixed by the Board of Directors for the respective series, before any dividends shall be declared and paid, or set apart for payment, on any other class of stock of the Corporation ranking junior to the Preferred Stock either as to dividends or assets, with respect to the same dividend period. III. Whenever, at any time, dividends on the then outstanding Preferred Stock as may be required by the terms of the certificate creating the series representing the shares outstanding shall have been paid or declared and set apart for payment on the then outstanding Preferred Stock and after complying with all the provisions with respect to any retirement or sinking fund or funds for any series of Preferred Stock, the Board of Directors may, subject to the provisions of any certificate creating any series of Preferred Stock with respect to the payment of dividends on any other class or classes of stock, declare and pay dividends on the Common Stock, and the Preferred Stock shall not be entitled to share therein. IV. Upon any liquidation, dissolution or winding-up of the Corporation, after payment, if any is required, shall have been made in full to the Preferred Stock as provided in any certificate creating any series thereof, but not prior thereto, the Common Stock shall, subject to the respective terms and provisions, if any, of any such certificate, be entitled to receive any and all assets remaining to be paid or distributed, and the Preferred Stock shall not be entitled to share therein. V. No holder of Common Stock or any series of Preferred Stock shall, as such holder, have any preemptive or preferential right of subscription to any stock of any class of the Corporation or to any obligations convertible into any such stock or to any right of subscription to, or to any warrant or option for, the purchase of any stock, other than such, if any, as the Board of Directors of the Corporation in its discretion may determine from time to time. 7 VI. The holders of the Common Stock shall have the right to vote on all questions to the exclusion of all other classes of stock, except as by law expressly provided or as otherwise expressly provided with respect to the holders of any other class or classes of stock. 4A. The designations, privileges, voting powers or restrictions or qualifications of the Common Stock are as follows: (a) The entire voting powers for the election of Directors of the corporation shall be vested in the Class B Common stock. On all other matters except as otherwise provided by law or this Certificate of Incorporation, each holder of Class A Common stock and Class B Common stock shall have equal voting powers of one vote for each share then standing in his name on the books of the Corporation and shall vote together as a single class. (b) Both classes of Common stock shall share equally in all dividends and each share of Class A and Class B Common stock outstanding at the time of dissolution shall share equally in the distribution of the assets. (c) No holder of stock of the corporation, of whatever class, shall have any preferential or prescriptive right of subscription to any shares of the capital stock of the corporation, of any class issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors in its discretion may determine." 10. The amendment to the Certificate of Incorporation relating to the authorization of Preferred Stock was authorized by a vote of the Board of Directors, followed by vote of the holders of a majority of the Class A Common Stock and the Class B Common Stock, voting as separate classes, entitled to vote thereon at a meeting of shareholders. 11. The Certificate of Incorporation of the Corporation is hereby amended by the addition of the following provisions stating the number, designation, relative rights, preferences, and limitations of a series of preferred stock of the Corporation designated as "Series A Preferred Stock". 12. To effect the foregoing, a new subdivision VII is hereby added to Article 4 thereof, which subdivision VII reads in its entirety as follows: 8 "VII. Series A Preferred Stock. The designation and amount, relative rights, preferences and limitations of the shares of Series A Preferred Stock, par value $.01 per share, as fixed by the Board of Directors of the Corporation, are as follows: (1) Designation and Amount. The shares of such series shall be designated as "Series A Preferred Stock" and the number of shares constituting such series shall be 250,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than that of the shares then outstanding plus the number of shares issuable upon exercise of outstanding rights, options, or warrants or upon conversion of outstanding securities issued by the Company. (2) Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock or any other shares of preferred stock of the Corporation ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, each holder of one one-hundredth (1/100) of a share (a "Unit") of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for that purpose, (i) quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of such Unit of Series A Preferred Stock, in an amount per Unit (rounded to the nearest cent) equal to the greater of (a) $.01 or (b) subject to the provision for adjustment hereinafter set forth, the aggregate per share amount of all cash dividends declared on shares of the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a Unit of Series A Preferred Stock, and (ii) subject to the provision for adjustment hereinafter set forth, quarterly distributions (payable in kind) on each Quarterly Dividend Payment Date in an amount per Unit equal to the aggregate per share amount of all non-cash 9 dividends or other distributions (other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock, by reclassification or otherwise) declared on shares of Common Stock since the immediately preceding Quarterly Dividend Payment Date, or with respect to the first Quarterly Dividend Payment Date, since the first issuance of a Unit of Series A Preferred Stock. In the event that the Corporation shall at any time after May 16, 1995 (the "Rights Declaration Date") (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock or (iii) combine outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount to which the holder of a Unit of Series A Preferred Stock was entitled immediately prior to such event pursuant to the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on Units of Series A Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the shares of Common Stock (other than a dividend payable in shares of Common Stock); provided, however, that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $.01 per Unit on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and shall be cumulative on each outstanding Unit of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issuance of such Unit of Series A Preferred Stock, unless the date of issuance of such Unit is prior to the record 10 date for the first Quarterly Dividend Payment Date, in which case, dividends on such Unit shall begin to accrue from the date of issuance of such Unit, or unless the date of issuance is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Units of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on Units of Series A Preferred Stock in an amount less than the aggregate amount of all such dividends at the time accrued and payable on such Units shall be allocated pro rata on a unit-by-unit basis among all Units of Series A Preferred Stock at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Units of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof. (3) Voting Rights. The holders of Units of Series A Preferred Stock shall have the following voting rights: (A) Subject to the provision for adjustment hereinafter set forth, each Unit of Series A Preferred Stock shall entitle the holder thereof to one vote on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the number of votes per Unit to which holders of Units of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event. 11 (B) Except as otherwise provided herein or by law, the holders of Units of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (C) (i) If at any time dividends on any Units of Series A Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, then during the period (a "default period") from the occurrence of such event until such time as all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all Units of Series A Preferred Stock then outstanding shall have been declared and paid or set apart for payment, all holders of Units of Series A Preferred Stock, voting separately as a class, shall have the right to elect two Directors. (ii) During any default period, such voting rights of the holders of Units of Series A Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that neither such voting rights nor any right of the holders of Units of Series A Preferred Stock to increase, in certain cases, the authorized number of Directors may be exercised at any meeting unless one-third or more of the outstanding Units of Preferred Stock shall be present at such meeting in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Units of Series A Preferred Stock of such rights. At any meeting at which the holders of Units of Series A Preferred Stock shall exercise such voting rights initially during an existing default period, they shall have the right, voting separately as a class, to elect Directors to fill up to two vacancies in the Board of Directors, if any such vacancies may then exist, or, if such right is exercised at an annual meeting, to elect two Directors. If the number which may be so elected to fill vacancies at any special meeting does not amount to the required number, proper provision shall be made so that the number of Directors constituting the entire Board of Directors shall be increased by that number of Directors necessary to permit the election by the holders of the Series A Preferred 12 Stock of the required number. After the holders of Units of Series A Preferred Stock shall have exercised their right to elect Directors during any default period, the number of Directors shall not be increased or decreased except as approved by a vote of the holders of Units of Series A Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to the Series A Preferred Stock. (iii) Unless the holders of Series A Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than 25% of the total number of the Units of Series A Preferred Stock outstanding may request, the calling of a special meeting of the holders of Units of Series A Preferred Stock, which meeting shall thereupon be called by the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Units of Series A Preferred Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be given to each holder of record of Units of Series A Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later then 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than 25% of the total number of outstanding Units of Series A Preferred Stock. Notwithstanding the provisions of this paragraph (C)(iii), no such special meeting shall be called during the 60 days immediately preceding the date fixed for the next annual meeting of the stockholders. (iv) During any default period, the holders of shares of Common Stock and Units of Series A Preferred Stock, and other classes or series of stock of the Corporation, if applicable, shall continue to be entitled to elect all the Directors until holders of the Units of Series A Preferred Stock shall have exercised their right to elect two Directors voting as a separate class, after the exercise of which right (x) the Directors so elected by the holders of Units of Series A Preferred Stock shall continue in office until their successors shall have been elected 13 by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph (C)(ii) of this Section 3) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of capital stock which elected the Director whose office shall have become vacant. References in this paragraph (C) to Directors elected by the holders of a particular class of capital stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence. (v) Immediately upon the expiration of a default period, (x) the right of the holders of Units of Series A Preferred Stock as a separate class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Units of Series A Preferred Stock as a separate class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the Certificate or by-laws irrespective of any increase made pursuant to the provisions of paragraph (C)(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the Certificate or by-laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors. (vi) The provisions of this paragraph (C) shall govern the election of Directors by holders of Units of Preferred Stock during any default period notwithstanding any provisions of the Certificate to the contrary. (D) Except as set forth herein, holders of Units of Series A Preferred Stock shall have no special voting rights and their consents shall not be required (except to the extent they are entitled to vote with holders of shares of Common Stock as set forth herein) for taking any corporate action. (4) Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of 14 Series A Preferred Stock shall have been paid in full, the Corporation shall not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock; (ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock; (iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. (5) Reacquired Shares. Any Units of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such Units shall, upon their cancellation, become authorized but unissued Units of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. 15 (6) Liquidation, Dissolution or Winding Up. (A) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of junior stock unless the holders of Units of Series A Preferred Stock shall have received, subject to adjustment as hereinafter provided in paragraph (B), the greater of either (a) $.01 per Unit plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, or (b) the amount equal to the aggregate per share amount to be distributed to holders of shares of Common Stock, or (ii) to the holders of shares of parity stock, unless simultaneously therewith distributions are made ratably on Units of Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of Units of Series A Preferred Stock are entitled under clause (i)(a) of this sentence and to which the holders of shares of such parity stock are entitled, in each case upon such liquidation, dissolution or winding up. (B) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding shares of Common Stock into a smaller number of shares, then in each such case the aggregate amount to which holders of Units of Series A Preferred Stock were entitled immediately prior to such event pursuant to clause (i)(b) of paragraph (A) of this Section 6 shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event. (7) Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit 16 (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event. (8) Redemption. The Units of Series A Preferred Stock shall not be redeemable. (9) Ranking. The Units of Series A Preferred Stock shall rank junior to all other series of the Preferred Stock and to any other class of preferred stock that hereafter may be issued by the Corporation as to the payment of dividends and the distribution of assets, unless the terms of any such series or class shall provide otherwise. (10) Amendment. The Certificate, including, without limitation, this resolution, shall not hereafter be amended, either directly or indirectly, or through merger or consolidation with another corporation in any manner that would alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding Units of Series A Preferred Stock, voting separately as a class. (11) Fractional Shares. The Series A Preferred Stock may be issued in Units or other fractions of a share, which Units or fractions shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive 17 dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock. (12) Certain Definitions. As used herein with respect to the Series A Preferred Stock, the following terms shall have the following meanings: (A) The term "Common Stock" shall mean the class of stock designated as the Series Common Stock, par value $.01 per share, of the Corporation at the date hereof or any other class of stock resulting from successive changes or reclassification of the common stock. (B) The term "junior stock" (i) as used in Section 4 shall mean the Common Stock and any other class or series of capital stock of the Corporation hereafter authorized or issued over which the Series A Preferred Stock has preference or priority as to the payment of dividends and (ii) as used in Section 6, shall mean the Common Stock and any other class or series of capital stock of the Corporation over which the Series A Preferred Stock has preference or priority in the distribution of assets on any liquidation, dissolution or winding up of the Corporation. (C) The term "parity stock" (i) as used in Section 4, shall mean any class or series of stock of the Corporation hereafter authorized or issued ranking pari passu with the Series A Preferred Stock as to dividends and (ii) as used in Section 6, shall mean any class or series of capital stock ranking pari passu with the Series A Preferred Stock in the distribution of assets on any liquidation, dissolution or winding up." 18 13. The amendment to the Certificate of Incorporation of the Corporation was authorized by vote of the Board of Directors of the Corporation under the authority vested in the Board under the Certificate of Incorporation of the Corporation and of Section 502 of the Business Corporation Law. 19 IN WITNESS WHEREOF, we have subscribed this document on the date hereof and do hereby affirm, under the penalties of perjury, that the statements contained herein have been examined by us and are true and correct. DATE: May 16, 1995 /s/ Robert E. Agan Robert E. Agan President and Chief Executive Officer /s/ J. Philip Hunter J. Philip Hunter Secretary EX-1.4 3 Exhibit 1.4 [FORM OF} CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF HARDINGE INC. ------------------------ Under Section 805 of the Business Corporation Law ------------------------ We, Robert E. Agan and J. Philip Hunter, President and Chief Executive Officer and Secretary, respectively, of Hardinge Inc., a corporation organized and existing under the Business Corporation Law of the State of New York (the "Corporation"), DO HEREBY CERTIFY: 1. The name of the Corporation is Hardinge Inc. The name under which the Corporation was formed was Hardinge Brothers, Inc. 2. The Corporation is a consolidation of Morrison Machine Products, Inc., whose Certificate of Incorporation was filed by the Department of State of the State of New York on December 14, 1925, and Hardinge Brothers, Inc., whose Certificate of Incorporation was filed by the Department of State of the State of New York on March 3, 1931. The Certificate of Consolidation, pursuant to Section 86 of the New York Stock Corporation Law, was filed by the Department of State of the State of New York on December 24, 1937. A Restated Certificate of Incorporation of the Corporation was filed by the Department of State of the State of New York on May 19, 1987. A Certificate of Amendment of the Certificate of Incorporation of the Corporation was filed by the Department of State of the State of New York on each of June 21, 1988 and May 19, 1995. 3. (a) The Certificate of Incorporation is amended to change the 3,000,000 presently authorized Class A Common shares with a par value of $5.00 each, 990,917 of which are issued and outstanding, into 6,000,000 shares of a single class of common shares with a par value of $.01 each and to change the 3,000,000 presently authorized Class B Common shares with a par value of $5.00 each, 916,057 of which are 2 issued and outstanding, into 6,150,000 shares of the same single class of common shares with a par value of $.01 each. (b) Article 4A of the Certificate of Incorporation which refers to the designations, privileges, voting powers or restrictions and qualifications of the Class A Common Stock and the Class B Common Stock is hereby deleted. (c) The Certificate of Incorporation is amended to increase the total number of authorized shares of Common Stock from 6,000,000 shares to 20,000,000 shares and to reduce the par value of such shares from $5.00 per share to $.01 per share. The Certificate of Incorporation is also amended to make conforming changes in Article 9.1.8 to delete the references to "Class A Common" and "Class B Common" to reflect the change from two classes of common stock into a single class. (d) To effect the foregoing, Article 3 of the Certificate of Incorporation relating to the capitalization of the Corporation and the conforming changes to Article 9.1.8 of the Certificate of Incorporation as a result of the reclassification of the Common Stock, are amended and restated to read in their entirety as follows: Restated Article 3 of the Certificate of Incorporation: "3. The total number of shares which the Corporation may henceforth have is 22,000,000, all of which are to have a par value of $0.01 each, which shares shall be classified as follows: 2,000,000 shares of the par value of $0.01 each are to be Preferred Stock; and 20,000,000 shares of the par value of $0.01 each are to be a single class of common stock (the "Common Stock")." Restated Article 9.1.8 of the Certificate of Incorporation: "8. The term "Voting Stock" shall mean the Common Stock and any other securities entitled to vote upon any action to be taken in connection with any Business Combination including stock or other securities convertible into Voting Stock." 3 4. (a) The amendment to and deletion from the Certificate of Incorporation relating to the reclassification of the Common Stock into a single class and the conforming amendment resulting therefrom were authorized by vote of the Board of Directors, followed by vote of the holders of a majority of all outstanding shares of Class A Common Stock and Class B Common Stock, voting as separate classes, entitled to vote thereon at a meeting of shareholders. (b) The amendments to the Certificate of Incorporation to reduce the par value of the Common Stock and to increase the number of authorized shares of Common Stock was authorized by vote of the Board of Directors, followed by vote of the holders of a majority of the Class A Common Stock and the Class B Common Stock, voting as a single class, entitled to vote thereon at a meeting of shareholders. 4 IN WITNESS WHEREOF, we have subscribed this document on the date hereof and do hereby affirm, under the penalties of perjury, that the statements contained herein have been examined by us and are true and correct. DATE: ____________________________ Robert E. Agan President and Chief Executive Officer _____________________________ J. Philip Hunter Secretary EX-3 4 Exhibit 3 [FACE OF NOTE] [HARDINGE LOGO] HARDINGE INC. Common Stock, Par Value $.01 Per Share NUMBER _______ SHARES ________ INCORPORATED UNDER THE LAWS CUSIP 412324 30 3 OF THE STATE OF NEW YORK THIS CERTIFIES that __________________________________________________________ is the owner of ________________________________ FULLY PAID AND NON- ASSESSABLE SHARES OF THE COMMON STOCK OF HARDINGE INC. (herein called the "Corporation") transferable on the books of the Corporation by the holder hereof in person or by his duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the seal of the Corporation. Dated: /s/ Malcolm L. Gibson [CORPORATE SEAL] /s/ Robert E. Agan SENIOR VICE PRESIDENT PRESIDENT [FORM OF TRANSFER AGENT'S CERTIFICATE OF AUTHENTICATION] COUNTERSIGNED AND REGISTERED AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK, N.Y.) TRANSFER AGENT AND REGISTRAR By______________________ AUTHORIZED SIGNATURE [REVERSE OF NOTE] HARDINGE INC. HARDINGE INC. WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS WHICH IT IS AUTHORIZED TO ISSUE, AND THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH SERIES OF ANY CLASS OF PREFERRED STOCK WHICH IT IS AUTHORIZED TO ISSUE. SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF HARDINGE INC. OR TO THE TRANSFER AGENT. ------------------ The following abbreviations when used in the inscription on the face of this Certificate shall be construed as though they were written in full according to applicable laws or regulations: ADM Administrator(s) EX Executors TEN ENT As tenants by administratrix(ices) executrix(ices) the entireties COMM Committee(s) FBO For the benefit of TR Trustee(s) CONS Conervator(s) GDN Guardian UA Under CUST Custodian JT TEN As joint tenants with Agreement EST Estate right of survivorship UNIF GIFT MIN ACT Uniform Gift and not as tenants in to Minors Act common UW Under last will TEN COM As tenants in and testament common
Additional abbreviations may also be used though not in the above list.
[FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED, __________ hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - - ---------------------------- - - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - - -------------------------------------------------------------------------------- ______________________________________________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocable constitute and appoint _____________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated ____________________ -------------------------------------------------------------- -------------------------------------------------------------- NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934) WHICH MAY INCLUDE A COMMERCIAL BANK, TRUST COMPANY OR SAVINGS ASSOCIATION, CREDIT UNION OR MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR MIDWEST STOCK EXCHANGE. This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Hardinge Inc. and American Stock Transfer and Trust Company (the "Rights Agent") dated as of May 16, 1995 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this Certificate. Hardinge Inc. will mail to the holder of this Certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. -----END PRIVACY-ENHANCED MESSAGE-----