-----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, ThfyudULBWT/EXRB2Ch7R+1KQvJ4q6mK+XJG5zLOaNRbk1JcTPsq9zDBlzWvOi4l YFnoOnuldBYmbpUThqn/xw== 0000950146-95-000743.txt : 19951122 0000950146-95-000743.hdr.sgml : 19951122 ACCESSION NUMBER: 0000950146-95-000743 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951116 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951121 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARDINGE INC CENTRAL INDEX KEY: 0000313716 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] 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: 95595301 BUSINESS ADDRESS: STREET 1: ONE HARDING DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 BUSINESS PHONE: 6077342281 MAIL ADDRESS: STREET 1: ONE HARDINGE DRIVE 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-K 1 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 16, 1995 HARDINGE INC. -------------------------------------------------- (Exact name of registrant as specified in charter) New York 0-15760 16-0470200 - ----------------------------- ---------------- ------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) One Hardinge Drive, Elmira, N.Y. 14902 -------------------------------------------------- (Address of principal executive offices (Zip Code) Registrant's telephone number, including area code: (607) 734-2281 1 Item 5. Other Events On November 16, 1995, Hardinge Inc., entered into a definitive agreement with the shareholders of L. Kellenberger & Co., AG, a Switzerland-based grinding machine manufacturer, under which Hardinge Inc. agreed to purchase 100% of the outstanding shares of L. Kellenberger & Co., AG, for SF 21 million. Consummation of the acquisition is subject to, among other things, satisfactory due diligence and clearance by appropriate Swiss officials. Hardinge Inc. currently expects to complete the acquisition by the end of 1995. Upon closing, L. Kellenberger & Co., AG, will become a wholly-owned subsidiary of Hardinge Inc. The press release issued by Hardinge Inc. in respect of the acquisition is filed herewith as Exhibit 99.1. Item 7. Financial Statements and Exhibits Exhibit 99.1 Press Release dated November 16, 1995. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. HARDINGE INC. (Registrant) By: -------------------------------------------- Malcolm L. Gibson Senior Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial Officer) Dated: November 17, 1995 3 Index to Exhibits Exhibit No. 99.1 Press release dated November 16, 1995 EX-99.1 2 Exhibit 99.1 PRESS RELEASE Contacts: Malcolm Gibson Cameron King Chief Financial Officer Gavin Anderson & Company 607-734-2281 212-373-0200 FOR IMMEDIATE RELEASE HARDINGE SIGNS DEFINITIVE AGREEMENT TO PURCHASE SWISS MACHINE TOOL MAKER KELLENBERGER ELMIRA, NY -- November 16, 1995 -- Hardinge Inc. (NASDAQ: HDNG), a leading machine tool manufacturer, today announced a definitive agreement with the shareholders of L. Kellenberger & Co., AG, a Switzerland-based grinding machine manufacturer, under which Hardinge will purchase 100% of the outstanding shares of L. Kellenberger & Co., AG, for SF 21 million. Kellenberger has designed and manufactured precision grinding machines, as well as related tooling and accessories, for more than 80 years at its headquarter operations in St. Gallen, Switzerland and is considered one of the leading manufacturers in this field. Kellenberger's 1995 sales are expected to be approximately US$30 million, with approximately one-third of that total in the United States and two-thirds in Europe and the Far East. Consummation of the acquisition is subject to, among other things, satisfactory due diligence and clearance by appropriate Swiss officials. Hardinge currently expects to complete the acquisition by the end of 1995. Upon closing, L. Kellenberger & Co., AG, will become a wholly-owned subsidiary of Hardinge and its employees will continue as employees of the subsidiary. Hardinge will finance the acquisition with borrowings under its revolving credit facility and subsequent to the closing, expects to arrange longer-term financing. Hardinge currently does not anticipate that the acquisition will have a material effect on near-term consolidated net income. Robert Agan, president and chief executive officer, commented: "This acquisition will strategically enhance Hardinge's position in the world marketplace of machine tool manufacturers, adding precision grinding machines to the product lines we offer our customers. We are delighted at the prospect of adding the expertise of Kellenberger's employees to our growing business." Hardinge Inc., founded over 100 years ago, is a leading machine tool manufacturer. The company designs and manufactures metal cutting lathes and machining centers as well as related tooling and accessories which are sold to customers in a variety of industries throughout the world. Hardinge's common stock began trading on NASDAQ on May 25, 1995. * * * -----END PRIVACY-ENHANCED MESSAGE-----