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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)

HARDINGE INC.

(Name of Subject Company)

HELEN ACQUISITION CORP.

(Offeror)

INDÚSTRIAS ROMI S.A.

(Parent of Offeror)
(Names of Filing Persons)

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

412324303
(CUSIP Number of Class of Securities)

Luiz Cassiano Rando Rosolen
Helen Acquisition Corp.
Avenida Pérola Byington, 56
Santa Bárbara d’Oeste — SP — Brazil
CEP 13453-900
+55-19-3455-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copy to:


Luiz Cassiano Rando Rosolen Indústrias Romi S.A. Avenida Pérola Byington, 56 Santa Bárbara d’Oeste — SP — Brazil CEP 13453-900 +55-19-3455-9000		Michael J. McGuinness, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 +1-212-848-4000

CALCULATION OF FILING FEE



Transaction Valuation*	Amount of Filing Fee**
$93,504,232	$	6,666.85


*		Estimated for purposes of calculating the amount of the filing fee only. The transaction valuation was calculated by multiplying (a) $8.00, the per share tender offer price, by (b) 11,688,029 shares of Hardinge Inc. Common Stock, par value $0.01 per share (consisting of the sum of (i) the 11,610,789 issued and outstanding shares of Common Stock as of February 28, 2010 (according to the Annual Report on Form 10-K for the period ended December 31, 2009 filed by Hardinge Inc.), and (ii) the 77,240 shares of Common Stock subject to outstanding options and stock units as of December 31, 2009 (according to the Annual Report on Form 10-K for the period ended December 31, 2009 filed by Hardinge Inc.)).

**		Calculated by multiplying the transaction valuation by 0.00007130.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid:	$6,666.85	Filing Party:	Indústrias Romi S.A.
Form or Registration No.:	Schedule TO	Date Filed:	March 30, 2010

o		Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

		Check the appropriate boxes to designate any transactions to which the statement relates:

	þ		third-party tender offer subject to Rule 14d-1.

	o		issuer tender offer subject to Rule 13e-4.

	o		going-private transaction subject to Rule 13e-3.

	o		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS


	Items 1 and 4. Summary Term Sheet and Terms of the Transaction.
	Item 3. Identity and Background of Filing Person.
	Item 12. Exhibits.
EX-99.A.13
EX-99.A.14

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed on March 30, 2010 (as so amended, the “Schedule TO”) by Indústrias Romi S.A., a stock corporation organized under the laws of Brazil (“Parent”), and Helen Acquisition Corp., a New York corporation (“Purchaser”) and a wholly owned subsidiary of Parent. The Schedule TO relates to the offer by Purchaser to purchase all the issued and outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of Hardinge Inc., a New York corporation (the “Company”), and the associated Series B Preferred Stock purchase rights (the “Rights,” and together with the Common Stock, the “Shares”) issued pursuant to the Rights Agreement, dated as of February 18, 2010, between the Company and Computershare Trust Company, N.A., as Rights Agent, for $8.00 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 30, 2010 (the “Offer to Purchase”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO.

Items 1 and 4. Summary Term Sheet and Terms of the Transaction.

Items 1 and 4 of the Schedule TO are hereby amended and supplemented as follows:

Each reference to “sole discretion” is replaced with a reference to “reasonable discretion” in the following places: (a) in the first paragraph of the cover page of the Offer to Purchase; (b) under “What are the Most Significant Conditions of the Offer?” in the “Summary Term Sheet” in the Offer to Purchase; (c) in the fourth and fifth paragraphs of the “Introduction” to the Offer to Purchase; (d) in the second paragraph of Section 1 of the Offer to Purchase entitled “Terms of the Offer; Expiration Date”; (e) in the penultimate paragraph of Section 14 of the Offer to Purchase entitled “Certain Conditions of the Offer”; (f) in the Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, filed as Exhibit (a)(4) to the Schedule TO; and (g) in the Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, filed as Exhibit (a)(5) to the Schedule TO.

Each reference to “judgment” is replaced with a reference to “reasonable judgment” in Section 14 of the Offer to Purchase entitled “Certain Conditions of the Offer.”

The first paragraph of Section 5 of the Offer to Purchase is deleted in its entirety.

The first paragraph under “Important Tax Information” in the Form of Letter of Transmittal, filed as Exhibit (a)(2) to the Schedule TO, is deleted in its entirety.

Item 3. Identity and Background of Filing Person.

Item 3 of the Schedule TO is hereby amended and supplemented as follows:

The second paragraph of Section 8 of the Offer to Purchase is hereby amended by replacing such paragraph in its entirety with the following:

Pursuant to subscriptions made by Parent for the common stock of Purchaser on April 6, 2010, April 7, 2010 and April 8, 2010, Parent capitalized Purchaser with US$92,027,421.54. Until immediately prior to the time that Purchaser will purchase Shares pursuant to the Offer, it is not anticipated that Purchaser will have any significant liabilities or engage in activities other than those incidental to its formation and capitalization and the transactions contemplated by the Offer and the Merger.

Section 1 of Schedule I of the Offer to Purchase entitled “Members of the Board of Directors and Board of Executive Officers of Parent” is hereby amended and supplemented by adding the following entry at the end thereof:


“Fábio José Azevedo Degan		Member of the Board of Executive Officers, since April 2010; Executive Officer of Castings and Machining Business Unit of Parent, since April 2010; Director of Operations of TRW Automotive Ltda., a producer of safety products and services for the automotive industry, from April 2007 to March 2010 (Via Anhanguera km 147, 13486-915 — Limerira — SP, Brazil); Plant Director of TRW Automotive Ltda., from February 2006 to April 2007; Manufacturing Engineer of TRW Automotive Ltda., from February 2005 to February 2006.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and restated as follows:


(a)(1)		Offer to Purchase dated March 30, 2010.*

(a)(2)		Form of Letter of Transmittal.*

(a)(3)		Form of Notice of Guaranteed Delivery.*

(a)(4)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(5)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(6)		Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(7)		Summary Advertisement as published in The Wall Street Journal on March 30, 2010.*

(a)(8)		Press Release issued by Parent on March 30, 2010.*

(a)(9)		Press Release issued by Parent on February 19, 2010.*

(a)(10)		Press Release issued by Parent on February 8, 2010.*

(a)(11)		Press Release issued by Parent on February 4, 2010.*

(a)(12)		Investor Presentation Materials dated February 4, 2010.*

(a)(13)		Press Release issued by Parent on April 13, 2010.

(a)(14)		Investor Presentation Materials dated April 2010.

(b)		None.

(d)		None.

(g)		None.

(h)		None.


*		Previously filed.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 13, 2010


HELEN ACQUISITION CORP.
By:	/s/ Livaldo Aguiar dos Santos
	Name:	Livaldo Aguiar dos Santos
	Title:	President


By:	/s/ Luiz Cassiano Rando Rosolen
	Name:	Luiz Cassiano Rando Rosolen
	Title:	Vice President

INDÚSTRIAS ROMI S.A.
By:	/s/ Livaldo Aguiar dos Santos
	Name:	Livaldo Aguiar dos Santos
	Title:	Chief Executive Officer and President


By:	/s/ Luiz Cassiano Rando Rosolen
	Name:	Luiz Cassiano Rando Rosolen
	Title:	Controller and Investor Relations Officer

EXHIBIT INDEX


Exhibit
No.
(a)(1)		Offer to Purchase dated March 30, 2010.*

(a)(2)		Form of Letter of Transmittal.*

(a)(3)		Form of Notice of Guaranteed Delivery.*

(a)(4)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(5)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(6)		Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(7)		Summary Advertisement as published in The Wall Street Journal on March 30, 2010.*

(a)(8)		Press Release issued by Parent on March 30, 2010.*

(a)(9)		Press Release issued by Parent on February 19, 2010.*

(a)(10)		Press Release issued by Parent on February 8, 2010.*

(a)(11)		Press Release issued by Parent on February 4, 2010.*

(a)(12)		Investor Presentation Materials dated February 4, 2010.*

(a)(13)		Press Release issued by Parent on April 13, 2010.

(a)(14)		Investor Presentation Materials dated April 2010.

(b)		None.

(d)		None.

(g)		None.

(h)		None.


*		Previously filed.

Exhibit (a)(13)

For Immediate Release


		Indústrias Romi S.A. Avenida Pérola Byington, 56 13453-900 Santa Bárbara d’Oeste-SP — BRASIL Telefone: 55 (19) 3455-9000 — Fax: 55 (19) 3455-2499

ROMI FILES INVESTOR PRESENTATION REGARDING OFFER TO ACQUIRE HARDINGE

Reiterates Benefits of Romi’s All-Cash Offer in Comparison to Hardinge’s Stand-Alone Prospects

SANTA BARBARA D’OESTE, Brazil, April 13, 2010 — Indústrias Romi S.A. (Bovespa: ROMI3) (“Romi”), a leading global manufacturer of machine tools, today announced that it has filed an investor presentation with the Securities and Exchange Commission (the “SEC”) in connection with its fully funded cash tender offer to acquire all of the outstanding shares of Hardinge Inc. (NASDAQ: HDNG) (“Hardinge”) for $8.00 per share, as announced on March 30, 2010. The offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, on May 10, 2010, unless extended or terminated. Livaldo Aguiar dos Santos, Chief Executive Officer of Romi, and Luiz Cassiano Rosolen, Controller and Investor Relations Officer, will be meeting with Hardinge investors this week to discuss the benefits of Romi’s offer in comparison to Hardinge’s stand-alone prospects.

“We look forward to meeting with many of the largest shareholders of Hardinge to discuss our compelling all-cash offer,” said Mr. dos Santos. “Our objective is to help investors better understand the fundamentals of our industry and why our offer is far superior to the historic underperformance of Hardinge relative to its peers. We continue to believe that this transaction represents a superior valuation relative to Hardinge’s stand-alone prospects and it remains our strong preference to begin due diligence immediately and reach a mutually agreeable transaction with the Hardinge Board of Directors.”

Highlights of the presentation include Romi management’s view:

•

That Romi’s $8.00 per share offer, which was made on the basis of publicly available information, offers superior value and immediate liquidity for Hardinge shareholders.

•

Romi’s offer represents an attractive public market premium relative to comparable small-cap public transactions¹:

	•		37% one-day average premium (vs. Romi’s offer of a 46% premium to Hardinge’s close on February 3, 2010)

	•		42% four-week average premium (vs. Romi’s offer of a 63% premium to Hardinge’s close on December 14, 2009)

	•		Romi’s offer is compelling relative to the valuation levels in recent acquisitions by Hardinge

	•		Romi’s offer is supported by an analysis applied to Hardinge based on key assumptions of year-over-year annual revenue growth consistent with the industry outlook toward cyclical recovery; gross margins adjusted for the impact of the U.S. distribution contracts


¹		Includes all industrial sector transactions under $300mm announced from January 1, 2000 to current on U.S. public targets. Source: The Mergermarket Group.

previously announced by Hardinge; and SG&A, capital expenditure and working capital levels consistent with recent corporate initiatives

•

That it is highly doubtful that Hardinge will deliver equivalent or superior value to the Romi offer within a reasonable timeframe.

•

The machine tools industry is experiencing fundamental, lasting change and demand conditions are unlikely to return to levels experienced in the past five years in a near- or mid-term timeframe.

	•		Uncertain recovery in orders and demand relative to historical cycles

	•		Impact of potential “sideways” global economic recovery

	•		Weak capital spending environment in core developed markets

	•		Lower expected government expenditures for capital projects

•

This uncertainty in timing and magnitude of recovery is likely to expose Hardinge’s growing gap in operating performance relative to its peers.

	•		Hardinge consistently lagged behind peers on revenue and order growth trends during the 2004 to 2007 industry expansion

	•		Hardinge’s shift to a variable business model reduces operating leverage and removes significant upside potential during a future recovery

	•		Hardinge has a flexible cost structure, but a weakened competitive position as a stand-alone entity

	•		Hardinge’s operating scale going forward could be insufficient to support its recovery and allow it to compete in a consolidated industry environment

“We appreciate the opportunity to meet with Hardinge shareholders,” concluded Mr. dos Santos. “We encourage them to urge their Board and management to allow us to conduct due diligence and sit down with us as soon as possible to discuss a mutually agreeable transaction.”

The investor presentation is available on the Romi web site (www.romi.com) and at the SEC’s web site (www.sec.gov) or by directing a request to Innisfree M&A Incorporated, the Information Agent for the offer, toll-free at 888-750-5834.

HSBC Securities (USA) Inc. is acting as financial advisor and Shearman & Sterling LLP is acting as legal advisor to Romi on the proposed transaction.

About Romi

Indústrias Romi S.A. (Bovespa: ROMI3), founded in 1930, is the market leader in the Brazilian machinery and equipment industry. The company is listed in the “Novo Mercado” category, which is reserved for companies with the highest degree of corporate governance on the Bovespa. The company manufactures machine tools, mainly lathes and machining centers, plastic injection and blow molding machines for thermoplastics and parts made of grey, nodular or vermicular cast iron, which are supplied rough or machined. The company’s products and services are sold globally and used by a variety of industries, such as the automotive, general consumer goods and industrial and agricultural machinery and equipment industries.

Important Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities of Hardinge. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement (including the offer to purchase, the letter of transmittal and other offer documents) which

was filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2010 and is accessible for free at the Commission’s website at http://www.sec.gov. Such documents may also be obtained by investors and security holders for free by calling Innisfree M&A Incorporated, the Information Agent for the offer, toll-free at 888-750-5834. Investors and security holders are urged to read such disclosure documents carefully and in their entirety because they will contain important information.

Romi is not currently engaged in a solicitation of proxies from the shareholders of Hardinge. However, in connection with Romi’s offer to acquire Hardinge, certain directors and officers of Romi may participate in meetings or discussions with Hardinge shareholders. Romi does not believe that any of these persons is a “participant” in the solicitation of proxies under SEC rules. If in the future Romi does engage in a solicitation of proxies from the shareholders of Hardinge in connection with its offer to acquire Hardinge, Romi will include the identity of people who, under SEC rules, may be considered “participants” in the solicitation of proxies from Hardinge shareholders in applicable SEC filings when they become available.

Forward-Looking Statements

Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, including the proposed acquisition of Hardinge, are forward-looking statements within the meaning of the U.S. federal securities laws and should be evaluated as such. Forward-looking statements include statements that may relate to our plans, objectives, strategies, goals, future events, future revenues or performance, and other information that is not historical information. These forward-looking statements may be identified by words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,” “will,” “would,” “continue,” “forecast,” and other similar expressions.

Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could cause actual results or events to differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking statements include: our ability to successfully complete any proposed transaction or realize the anticipated benefits of a transaction; delays in obtaining any approvals for the transaction, or an inability to obtain them on the terms proposed or on the anticipated schedule. Forward-looking statements, like all statements in this press release, speak only as of the date of this press release (unless another date is indicated). Unless required by law, we do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Media Contact

Joele Frank, Wilkinson Brimmer Katcher
Steve Frankel / Tim Lynch: (212) 355-4449

Investor Contact

Innisfree M&A Incorporated
Alan Miller / Jennifer Shotwell / Scott Winter: (212) 750-5833

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