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): May 19, 1995 (May 16, 1995)
HARDINGE INC.
(Exact name of registrant as specified in its 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
HARDINGE BROTHERS, INC.
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
Hardinge Brothers, Inc. announced that at its 1995 Annual Meeting held on May
16, 1995 its stockholders reelected John W. Bennett, James L. Flynn, E. Martin
Gibson, J. Philip Hunter and Dr. Eve L. Menger to its Board of Directors and had
approved a change in the Company's name from "Hardinge Brothers, Inc." to
"Hardinge Inc." The stockholders also approved a reclassification of the
Company's Board to consist of three classes of Directors with staggered three
year terms and authorized a new class of Preferred Stock consisting of 2,000,000
shares, the terms of which would be fixed from time to time upon issuance by the
Company's Board. The stockholders also approved, subject to the approval by the
Board of Directors, or a committee thereof, of the final terms of an
underwriting agreement with respect to a public offering of the Company's Common
Stock, a reclassification of the two classes of Common Stock, $5.00 par value,
into a single class of Common Stock, $0.01 par value, and an increase in the
total authorized shares of Common Stock from 6,000,000 shares to 20,000,000
shares.
The Company also announced that following the Annual Meeting, its Board of
Directors had adopted a Stockholders' Rights Plan pursuant to which preferred
stock purchase rights will be distributed to stockholders as a dividend at the
rate of one Right for each share of Common Stock held of record as of the close
of business on May 30, 1995. The Plan is being adopted to enable the Board to
protect the Company against any takeover attempt that the Board considers
abusive and not in the best interests of stockholders.
Each Right, when exercisable, will entitle stockholders to buy one Unit
consisting of one one-hundredth of a share of a newly created Series A Preferred
Stock of the Company at a purchase price of $80.00 per Unit. Under certain
circumstances the Rights would entitle holders thereof to acquire securities of
the Company or another person with a market value equal to twice the value of
the exercise price. The Rights will be exercisable ten days after a person or
group (except for certain excluded persons) acquires beneficial ownership of 20%
or more of the Company's outstanding Common Stock or commences a tender or
exchange offer upon consummation of which such person or group would
beneficially own 30% or more of the Company's outstanding Common Stock and will
be redeemable by the Board, at any time prior to the time they become
exercisable, at a redemption price of $0.01 per Right.
Item 7. Financial Statements and Exhibits.
Exhibit 99.1 Press release dated May 16, 1995.
<PAGE>
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)
Dated: May 19, 1995 By: /s/ Malcolm L. Gibson
Malcolm L. Gibson
Senior Vice President and
Chief Financial Officer
<PAGE>
Index to Exhibits
Exhibit No.
99.1 Press release dated May 16, 1995
Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Malcolm L. Gibson
Chief Financial Officer
Hardinge Inc.
One Hardinge Drive
Elmira, New York 14902-1507
(607) 734-2281
ELMIRA, N.Y. (MAY 16, 1995) -- Hardinge Brothers, Inc. announced today that at
its 1995 Annual Meeting today its stockholders had reelected John W. Bennett,
James L. Flynn, E. Martin Gibson, J. Philip Hunter and Dr. Eve L. Menger to its
Board of Directors and had approved a change in the Company's name from
"Hardinge Brothers, Inc." to "Hardinge Inc." The stockholders also approved a
reclassification of the Company's Board to consist of three classes of Directors
with staggered three year terms and authorized a new class of Preferred Stock
consisting of 2,000,000 shares, the terms of which would be fixed from time to
time upon issuance by the Company's Board. The stockholders also approved,
subject to the approval by the Board of Directors, or a committee thereof, of
the final terms of an underwriting agreement with respect to a public offering
of the Company's Common Stock, a reclassification of the two classes of Common
Stock, $5.00 par value, into a single class of Common Stock, $0.01 par value,
and an increase in the total authorized shares of Common Stock from 6,000,000
shares to 20,000,000 shares.
The Company also announced today that following the Annual Meeting, its Board of
Directors had adopted a Stockholders' Rights Plan pursuant to which preferred
stock purchase rights will be distributed to stockholders as a dividend at the
rate of one Right for each share of Common Stock held of record as of the close
of business on May 30, 1995. The Plan is being adopted to enable the Board to
protect the Company against any takeover attempt that the Board considers
abusive and not in the best interests of stockholders.
Each Right, when exercisable, will entitle stockholders to buy one Unit
consisting of one one-hundredth of a share of a newly created Series A Preferred
Stock of the Company at a purchase price of $80.00 per Unit. Under certain
circumstances the Rights would entitle holders thereof to acquire securities of
the Company or another person with a market value equal to twice the value of
the exercise price. The Rights will be exercisable ten days after a person or
group (except for certain excluded persons) acquires beneficial ownership of 20%
or more of the Company's outstanding Common Stock or commences a tender or
exchange offer upon consummation of which such person or group would
beneficially own 30% or more of the Company's outstanding Common Stock and will
be redeemable by the Board, at any time prior to the time they become
exercisable, at a redemption price of $0.01 per Right.
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