-----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, V1kdEQBBSzCjYFJv9Z0tr/TxIQe41jfBcWKDKi/QKnoNB5iku72arIvXXAF0/ZHT eDcMd6UcPTSJoCQCTh6N6g== 0001104659-08-040966.txt : 20080619 0001104659-08-040966.hdr.sgml : 20080619 20080619164320 ACCESSION NUMBER: 0001104659-08-040966 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080613 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: 20080619 DATE AS OF CHANGE: 20080619 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: 08908124 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 a08-16984_28k.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):  June 13, 2008

 

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 1.01             Entry into a Material Definitive Agreement

 

 

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

 

On June 13, 2008, Hardinge Inc. entered into a new five-year $100 million multi-currency secured credit facility. The new facility was arranged through JPMorgan Chase Bank, N.A., acting as administrative agent and lead arranger with Bank of America, N.A. as syndication agent and KeyBank National Association and HSBC Bank USA, National Association as co-documentation agents with Wells Fargo and Credit Suisse as participants. On June 17, 2008, the Company issued a press release announcing the new credit agreement. A copy of the press release is included as Exhibit 99 to this Current Report on Form 8-K.

 

The Company’s new multi-currency credit facility replaced a secured credit facility which was due to mature January 2011. The new facility will allow the Company and its newly-formed, wholly owned Swiss subsidiary, Hardinge Holdings GmbH,  to borrow in a variety of currencies and jurisdictions. The agreement provides for a revolving loan facility allowing for borrowing of up to $100.0 million.  Currently, the Company has borrowed approximately $21.5 million against the facility limit.

 

These loans are secured by substantially all of the Company’s and its domestic subsidiaries’ assets, other than real estate, and a pledge of (i) 100% of the Company’s investments in its domestic subsidiaries and (ii) 66 and 2/3% of the Company’s investment in Hardinge Holdings GmbH.  In addition, if certain conditions are met, Hardinge Holdings GmbH may be required to pledge its investment in certain of its material foreign subsidiaries.  The obligations of the Company and Hardinge Holdings GmbH are also guaranteed by all of the Company’s domestic subsidiaries and, under certain conditions, by certain of the Company’s material foreign subsidiaries.  This debt agreement requires among other things that the Company maintain specified ratios of debt to EBITDA, and EBITDA minus capital expenditures and taxes paid to fixed charges.  The agreement also contains other affirmative and negative covenants customary to this type of financial agreement.

 

The foregoing description of the material terms of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement which will be filed on or about August 11, 2008 as an Exhibit to the Company’s Form 10-Q for the period ended June 30, 2008.

 

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01             Financial Statements and Exhibits

 

( c) Exhibits

 

 

99.               Press release issued by registrant on June 17, 2008.

 

 

2



 

 

 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

 

 

 

 

 

June 19, 2008

 

By:

/s/ EDWARD J. GAIO

Date

 

Edward J. Gaio

 

 

Vice President and

 

 

Chief Financial Officer

 

 

3


EX-99.1 2 a08-16984_2ex99d1.htm EX-99.1

EXHIBIT 99

 

 

HARDINGE INC.

 

Contact:

One Hardinge Drive

 

Edward J. Gaio

Elmira, N.Y. 14902

 

Vice President and CFO

 

 

(607) 378-4207

 

Hardinge Inc. Secures New $100 Million

Multi-Currency Credit Facility

 

ELMIRA, N.Y. – June 17, 2008 Hardinge Inc. (NASDAQ-GS: HDNG), a leading global provider of advanced material-cutting solutions, today announced that it has entered into a new five-year $100 million multi-currency secured credit facility arranged through JPMorgan Chase Bank, N.A., acting as administrative agent and lead arranger with Bank of America, N.A. as syndication agent and KeyBank National Association and HSBC Bank USA, National Association as co-documentation agents with Wells Fargo and Credit Suisse as participants.

 

“We are pleased to have access to the added financial strength and flexibility afforded by our new multi-currency credit facility,” said Richard L. Simons, President and Chief Executive Officer. “With more than two-thirds of Company revenue originating outside of the US, Hardinge will benefit significantly from having the ability to borrow in a variety of currencies and jurisdictions. We expect our new credit facility to enhance our ability to respond to global opportunities.”

 

The Company’s new multi-currency credit facility replaced a secured credit facility which was due to mature January 2011. “The new secured credit facility is expected to be adequate to enable Hardinge to meet all of its anticipated operating requirements, as well as handle worldwide cash flows more efficiently,” said Edward J. Gaio, Vice President and Chief Financial Officer. “In addition, our ability to partner with a prestigious group of global banks will provide a variety of world class, value added treasury services to our business.”

 

The agreement provides for a revolving loan facility allowing for borrowing of up to $100.0 million.  Currently, the Company has borrowed approximately $21.5 million against the facility limit.

 

- MORE -

 



 

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 2007 approximately 66% 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, our 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 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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