Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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HARDINGE INC.
(Exact name of issuer as specified in its charter)
New York I.R.S. No. 16-0470200
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Elmira, New York 14902
(Address of principal executive offices) (Zip Code)
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HARDINGE INC. SAVINGS PLAN
(Full title of the plan)
-----------------------
ROBERT E. AGAN J. PHILIP HUNTER, Esq.
President Sayles, Evans, Brayton,
Hardinge Inc. Palmer & Tifft
One Hardinge Drive One West Church Street
P.O. Box 1507 Elmira, New York 14901
Elmira, New York 14902 (607) 734-2271
(607) 734-2281
(Name, address and telephone number of agents for service)
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Approximate date of proposed commencement of sales pursuant to the Plan: From
time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of securities Amount being offering price aggregate registration
being registered registered per share offering price fee
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<S> <C> <C> <C> <C>
Interests of Participation in
the Plan.....................$7,350,000(1)
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Common Stock, par value
$.01 per share ................ 300,000 shares(2) $24.50 $7,350,000 $2,535
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</TABLE>
(1) The $7,350,000 of participation interests in the Plan being registered
represents estimated aggregate contributions of employees to the Plan.
(2) Plus such indeterminate number of additional shares as may be required
in the event of an adjustment as a result of an increase in the number
of issued shares of Common Stock resulting from certain stock dividends
or a reclassification of the Common Stock.
(3) The proposed maximum offering price per share represents the closing
price of the Common Stock in the NASDAQ National Market on
December 12, 1995.
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HARDINGE INC.
CROSS-REFERENCE SHEET
FORM S-8 CAPTION OR LOCATION
ITEM NUMBER IN PROSPECTUS
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1(a) Cover page; General Information
Regarding the Plan -- Administration
of the Plan
1(b) Cover page; General Information
Regarding the Plan -- Eligibility
1(c) General Information Regarding
the Plan, Contributions --
--Investment of Contributions;
1(d) General Information Regarding
the Plan -- Administration of the Plan
1(e) General Information Regarding
the Plan -- Distributions
1(f) General Information Regarding
the Plan -- Federal Taxes
Applicable to the Plan
1(g) General Information Regarding
the Plan -- Contributions
1(h) General Information Regarding
the Plan -- Suspensions,
Withdrawals and Alienation of
Interests
1(i),(j) Not Applicable
2 Incorporation of Certain
Documents by Reference
<PAGE>
P R O S P E C T U S
HARDINGE INC.
--------------------
300,000 Shares
Common Stock
($.01 par value)
--------------------
Participation in the Hardinge Inc. Savings Plan (the "Plan") and shares
of Common Stock, par value $.01 per share ("Common Stock"), of the Company
offered by this Prospectus are being offered, or may be offered from time to
time, by the Company pursuant to the terms of the Plan to employees of Hardinge
Inc. and certain of its subsidiary companies. The shares offered will be
purchased by Chemung Canal Trust Company as trustee (the "Trustee") under the
Plan with cash contributions made pursuant to the Plan by participating
employees or the Company, or, in the case of certain Company contributions, may
be contributed by the Company from treasury shares or authorized and unissued
shares. See "General Information Regarding the Plan -- Investment of
Contributions." The number of shares offered by this Prospectus is subject to
proportionate adjustment upon increase or decrease in the number of issued
shares of the Common Stock of the Company resulting from a subdivision or
consolidation of shares or other capital adjustment or the payment of a stock
dividend or other increase or decrease in shares effected without receipt of
consideration by the Company.
The term "Company" as used in this Prospectus refers to Hardinge Inc. and
any subsidiary to which the Plan is applicable, both individually and
collectively as the context requires. Although the Company believes that the
Plan is qualified under Section 401(a) of the Internal Revenue Code, the
Company has submitted or will submit the Plan and any amendment thereto to the
Internal Revenue Service (the "IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan. When used
with reference to the contributions by the Company for a participating
employee, the term "Company" refers to the corporation employing such employee.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is December 15, 1995.
<PAGE>
TABLE OF CONTENTS
Available Information........................................................2
Incorporation of Certain Documents by Reference..............................2
General Information Regarding the Plan.......................................3
Experts......................................................................9
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and, in accordance
therewith, is required to file reports and other information with the
Securities Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected at and obtained from the
Commission at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the public reference facilities of the Commission's Regional Offices:
Chicago Regional Office, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661, Suite 1400; and New York Regional Office, Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed rates.
The Common Stock is listed on the NASDAQ National Market and reports,
proxy statements and other information concerning the Company are available for
inspection at the office of the NASDAQ National Market at 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-8 (together with all amendments, exhibits, schedules and supplements
thereto, the "Registration Statement"), of which this Prospectus forms a part,
covering the Plan participation interests and Common Stock to be sold pursuant
to this offering. This Prospectus does not contain all information set forth in
the Registration Statement and the exhibits thereto, to which reference is
hereby made. Statements made in this Prospectus as to the contents of any
contract, agreement or other document are not necessarily complete. With
respect to any such contract, agreement, or other document filed as an exhibit
to the Registration Statement, reference is made to such exhibit. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference, and made a part hereof from
the date of filing of such document, in this Prospectus the following documents
filed by the Company with the Commission pursuant to the Exchange Act:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995.
3. The Company's Current Reports on Form 8-K dated May 19, 1995,
November 16, 1995, and November 29, 1995.
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4. The Company's Registration Statement on Form S-2, as amended,
filed with the Commission April 27, 1995.
5. All documents filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.
6. A description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated May 19, 1995.
Any statement contained in a document incorporated by reference shall be
deemed to be modified or superseded to the extent that a statement contained in
this Prospectus or any Prospectus Supplement or in any other subsequently filed
incorporated document modifies or supersedes such statement.
The Company will provide without charge to each person, including any
beneficial owner to whom this Prospectus has been delivered, upon request of
such person, a copy of any or all information incorporated by reference in this
Prospectus (not including exhibits to such incorporated information that are
not specifically incorporated by reference into such information). The Company
will also provide, upon specific request, without charge to each person to whom
a copy of this Prospectus has been delivered, a copy of any or all documents
filed from time to time by the Company with the Commission pursuant to the
Exchange Act and all documents required to be delivered pursuant to Rule 428(b)
under the Securities Act of 1933, as amended. Written or telephone requests for
such documents or copies should be directed to Elizabeth Tranter, Hardinge
Inc., One Hardinge Drive, P.O. Box 1507, Elmira, NY 14902, telephone
(607) 734-2281.
GENERAL INFORMATION REGARDING THE PLAN
The Plan was originally adopted in 1957 to enable participating employees
to obtain a beneficial interest in the Company and thereby encourage them to
increase productivity and to remain employees of the Company, and to provide a
measure of security for employees upon retirement or disability. In 1986, the
Plan was amended and restated and renamed the Hardinge Brothers, Inc. Employee
Stock Ownership and Savings Plan to modify Company contribution provisions and
provide an opportunity for eligible employees to make tax-deferred
contributions into the Plan of up to 15% of compensation. The Plan was recently
amended and restated and renamed the Hardinge Inc. Savings Plan to provide for
matching Company contributions to the Plan and to provide employees with a
wider choice of investment options under the Plan.
The Plan provides for certain investment funds to which contributions are
made by participating employees and another investment fund to which
contributions are made by the Company for the account of participating
employees. The investment funds are sometimes referred to herein as the "Funds"
and are more fully described hereinafter in "Investment of Contributions." All
Funds under the Plan are held by the Trustee pursuant to the terms of a Trust
Agreement.
Eligibility
Employees of the Company or employees of any corporation of which the
Company owns 80% or more of the capital stock and which are invited and elect
to join the Plan (each such person an "Employee") are eligible to make
tax-deferred contributions to the Plan pursuant to the terms of the Plan on the
first day of the month coincident with or succeeding the date 30 days after the
Employee's date of hire with the Company. Every Employee shall be entitled to
share in Company contributions pursuant to the terms of the Plan on the
first day of January or July following the completion of one year of service
with the Company during which the
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Employee completed at least 1,000 hours of service. Contributions by employees
under the Plan are completely voluntary. At October 31, 1995, of the
approximately 1,070 employees eligible, 376 were participating in the Plan.
Employee Contributions
A participating employee may contribute to certain Funds, through payroll
deductions, amounts in increments of 1% of annual compensation (including
salary, wages, fees, commissions, bonuses and overtime pay) or a fixed dollar
amount, as such employee shall designate, up to a maximum of 15% of such
compensation. Amounts so contributed are limited pursuant to: the provisions of
Section 415 of the Internal Revenue Code of 1954, as amended (the "Code"),
which restrict to the lesser of $30,000 or 25% of compensation the maximum
aggregate amount which may be contributed annually to the Funds for the account
of a Participant; the provisions of Section 415(e) of the Code, which restrict
the overall benefits which Participants may receive under the Plan and the
Company's Pension Plan; and the provisions of Section 401(k) of the Code which
restrict the amount that may be contributed to an amount established by law and
which restrict the maximum amount of pre-tax dollars which certain employees
may contribute to the Plan in the event that the Plan does not meet the legally
required level of participation among all employees eligible to participate in
the Plan.
Employee contributions are remitted by the Company to the Trustee for the
account of each participating employee no later than the last day of the
calendar month immediately following the month in which such contributions are
made. Participants may stop or reduce the amount of their contributions upon
written notice to the Hardinge Savings Plan Committee (the "Committee") and
such changes will be effective as soon as is practicable after receipt of such
notice by the Committee. Participants also may increase the amount of
contributions upon 15 days' written notice to the Committee.
The Plan permits "rollover" contributions by persons hired by the Company
who have received or are eligible to receive distributions from tax-qualified
plans of prior employers.
Employer Contributions
Effective January 1, 1996, the Company will contribute monthly to a
Company Common Stock Fund under the Plan for the account of each Participant an
amount equal to 25% (the "Matching Contribution") of such Participant's
contributions to the Plan during that month, exclusive of "rollover"
contributions, provided that such Matching Contribution shall only be applied
to the first 5% of such Participant's compensation. On a semi-annual basis, the
Company, in its discretion, may increase the Matching Contribution. In
addition, the Company, in its discretion, may contribute on an annual basis
additional amounts to such Company Common Stock Fund and allocate such amounts
to each Participant that is employed by the Company as of
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<PAGE>
December 31 of such year and who has completed 1,000 paid hours of service in
such year; the amount allocated to each Participant will be in accordance with
a formula based on such Participant's compensation (up to $35,000) and years of
service. All contributions by the Company will be invested in Common Stock of
the Company. Contributions made by the Company shall be paid to the Trustee on
or before the last day of the calendar month immediately following the month
for which such contributions are made or as soon thereafter as practicable and
shall be credited to each Participant's account as of the last day of the month
for which such contributions are made.
Investment of Contributions
All contributions under the Plan shall be paid by the Company to the
Trustee. Employees may specify the amount, if any, in increments of 5%, of
their contributions to be allocated to a fixed-income fund ("Fund A"), a
Company Common Stock fund ("Fund B"), a mutual fund indexed to Standard and
Poor's 500 equity securities ("Fund D") and/or a mutual fund comprised of
equity securities selected by the Trustee ("Fund E"), provided, however, that
the Employee may not allocate more than 50% of contributions to Fund B. The
Company Common Stock Fund to which Company contributions are made is
hereinafter referred to as "Fund C." Pending investment of contributions in the
designated Funds, such contributions may be temporarily reinvested by the
Trustee in short-term fixed-income securities. Employee contributions
designated for Fund B are invested solely in Common Stock of the Company. The
Trustee will purchase shares for Fund B on the open market or may from time to
time purchase treasury or authorized and unissued shares from the Company at
the closing price of shares of the Company's Common Stock on the NASDAQ
National Market on the trading day next preceding such purchase. The Company's
contributions to Fund C are also invested in shares of Common Stock of the
Company, which may be purchased by the Trustee on the open market or, in the
discretion of the Company, may be contributed by the Company from treasury or
authorized and unissued shares.
Participants may change the designation of Funds to which their
contributions are to be allocated upon 15 days' written notice to the
Committee; such change will be effective the first day of the following month.
Also upon 15 days' prior written notice to the Committee, Participants may
transfer in 5% multiples that Participant's interests among Funds A, B, D and
E, provided that not more than 50% of the sum of such Participant's interests
in Funds A, B, D and E may be invested in Fund B as a result of the transfer.
Such transfer will be effective as of the last day of the calendar quarter in
which such notice is received by the Committee. Elections by an officer of the
Company that would effect such officer's investment in Funds holding Company
Stock shall only be given effect upon six months' prior written notice to the
Committee. On or after attainment of age 55, a Participant may elect to
transfer a portion of such participant's interest in Fund C to Fund A. On or
after attainment of age 55 a prior participant in the Company's profit sharing
plan may elect to transfer all or a portion of such participant's profit
sharing account balance among Funds A, D and E and a fixed-income fund
maintained by the Trustee.
Dividends and any other distributions not in the form of stock on the
Company's Common Stock held by the Trustee are reinvested in shares of the
Company's Common Stock and each Participant's account is credited with a
proportionate number of such shares based on the number of shares in each
account on the record date of such distribution.
Vesting
All amounts contributed to the Funds are fully vested and nonforfeitable.
Suspensions, Withdrawals and Alienation of Interests
In extraordinary circumstances constituting a "Hardship", as defined in
the Plan, a Participant may withdraw his or her contributions to the Funds,
provided that such Participant has taken all available distributions and loans
available from the Plan and all other plans sponsored by the Company and can
prove that the Participant has no other financial resources available to meet
his or her financial need. The extraordinary circumstances constituting a
"Hardship" include financial hardship suffered by the participant on account of
events such as: medical expenses described in Section 213(d) of the Internal
Revenue Code; purchase of a principal
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residence of the Participant; payment of tuition and related educational
expenses for the next twelve months of post-secondary education for certain
family members; payment of amounts necessary to prevent eviction from the
Participant's residence or to avoid foreclosure on the mortgage of a principal
residence; or the inability of the Participant to meet certain expenses, debts
or other obligations recognized by the IRS as giving rise to immediate and heavy
financial need.
The Plan provides that no benefit under the Plan shall in any manner be
anticipated, assigned, hypothecated or alienated, and no person has or may
create a lien on any funds, securities or other property held under the Plan,
except in each case as otherwise provided by law.
Distributions
Distributions from Funds B and C will be made in whole shares of Common
Stock, cash or a combination of both, as elected by the Participant.
Distributions from Funds A, D and E will be made solely in cash.
Upon a participant's retirement, all of such participant's interests in
the Funds will be distributed at the election of the participant, or his
beneficiary in the event of his death, and with the approval of the Committee,
(i) in a lump sum in cash or Common Stock or (ii) in monthly, quarterly,
semi-annual or annual installments in cash for up to 20 years provided that the
Participant's account is valued at more than $3,500.
Distributions are made only upon the authorization of the Committee and
only at fair market value; provided, however, that if a distribution is made by
payment in installments, the undistributed balance of the Participants' account
shall continue to participate ratably in the gross earnings, other increments
and unrealized investment appreciation and in all expenses, taxes and
unrealized investment depreciation in fixed-income investments selected by the
Trustee.
Participants (including directors and officers of the Company) who
receive distributions from the Plan in the form of shares of the Common Stock
of the Company may from time to time sell all or part of such stock on a
national securities exchange or market at the prevailing market price and upon
payment of normal brokerage commissions for transactions effected on such
exchange or market, subject to the requirement that any such sales by
"affiliates" of the Company must be made pursuant to Rule 144 under the
Securities Act of 1933 or otherwise pursuant to an exemption from the
registration requirements of the Securities Act. No part of the proceeds of
such resales will be received by the Company.
Plan Loans
The Plan provides that Participants may borrow from the Plan against
contributions made by the Participant provided, among other things, that: (i)
only one loan shall be extended at any one time, (ii) the loan shall be
secured, (iii) the minimum loan amount shall be $1,000, (iv) the maximum loan
amount shall be 50% of the Participant's qualified account balance attributable
to Participant contributions (subject to legal limits), (v) the interest rate
on such loan shall be comparable to rates on similar loans charged by local
commercial banks, and (vi) the term of the loan shall not exceed five years,
except in the case of a purchase of a principal residence of the Participant.
Administration of Plan
The Plan is administered by the Committee which is appointed by and
serves at the pleasure of the Board of Directors of the Company. The Committee
has the
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exclusive right to interpret the terms and provisions of the Plan. The present
members of the Committee, all of whom are employees of the Company, are as
follows: Robert E. Agan, Malcolm L. Gibson, Thomas L. Halm, Douglas C. Tifft
and Daniel M. Ungvarsky. Additional information about the Plan and its
administrators may be obtained from Douglas C. Tifft, Hardinge Inc., One
Hardinge Drive, P.O. Box 1507, Elmira, NY 14902, telephone (607) 734-2281.
All fees and expenses of the Trustee and all administrative expenses of
the Committee are paid by the Company.
Participants in the Plan shall be furnished quarterly statements of their
interests in the Funds.
The Plan is subject to Titles I and II of the Employment Retirement
Income Security Act of 1974 ("ERISA"). Title IV of ERISA is not applicable to
the Plan as the provisions of such title relate to defined benefit plans.
Term and Amendment of Plan
The Plan is not limited in duration but the Company has the right at any
time to amend or terminate the Plan.
Federal Taxes Applicable to the Plan
Although the Company believes that the Plan is a qualified plan under
Section 401(a) of the Code and the Funds are exempt from federal income taxes
under Section 501(a) of the Code, the Company has submitted or will submit the
Plan and any amendment thereto to the IRS in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plan.
Disclosure herein assumes that the Plan is so qualified.
All contributions to the Funds by the Company are deductible from the
Company's gross income. Contributions to the Funds by employees are deductible
from their income. Participants are not subject to federal income taxes on
contributions made by them, on contributions of the Company or on dividends or
other income received by the Trustee and credited to a Participant's account
until such contributions, dividends and income are withdrawn or distributed to
such Participant.
A distribution of the entire interest of a Participant in the Funds
following retirement, death, total and permanent disability or other
termination of employment may be in the form of cash or in the form of a
combination of cash and shares of the Common Stock of the Company. Such a
distribution may qualify for five-year or ten-year forward averaging, capital
gain or tax-free rollover treatment.
Upon a lump sum distribution of both cash and shares of Common Stock
representing the entire interest of a Participant, in a single taxable year of
the Participant or his beneficiary, the Participant recognizes as ordinary
income the amount of cash and the fair market value of such shares distributed
minus any unrealized appreciation in such shares. The term "unrealized
appreciation" means the difference between the aggregate market value of such
shares at the time of distribution and the average cost basis of such shares in
the hands of the Trustee. Unrealized appreciation in shares of Common Stock is
not taxable upon distribution, regardless of whether such Common Stock is
attributable to Company contributions or Participant contributions, but is
taxed at long-term capital gains rates upon a subsequent sale of such shares.
The Participant's cost basis in the shares is the cost basis of such shares to
the Trustee and does not include unrealized appreciation. The holding period
for capital gain or loss treatment commences on
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the date of distribution of the shares. Five- or ten-year forward averaging
treatment cannot be applied to the unrealized appreciation portion of a
distribution.
Notwithstanding the foregoing, if an employee participated in the Plan
prior to January 1, 1974, the portion of a taxable distribution attributable to
pre-1974 contributions will be eligible for long-term capital gains treatment;
post-1973 contributions are taxable at ordinary income rates. A Participant
may, however, elect to waive long-term capital gains treatment of such
distribution and in lieu thereof apply five- or ten-year forward averaging.
A Participant may roll over an entire lump sum distribution or any
portion thereof to another tax-qualified plan, annuity plan, individual
retirement account ("IRA"), individual retirement annuity or individual
retirement fund within 60 days after its receipt (the amount rolled over does
not reduce the IRA annual limitations on contributions), provided, however,
that amounts not rolled over directly by the Plan are subject to applicable
withholding. The portion of the distribution rolled over is not then included
in gross income and taxation is deferred until distribution from the successor
plan or IRA. If rolled over to an IRA, distributions from an IRA are taxed
solely as ordinary income and are not eligible for five-year or ten-year
forward averaging and may be eligible for subsequent rollover treatment. The
portion of the distribution not rolled over is included in income in the year
of distribution and is not eligible for five-year or ten-year forward
averaging. Shares of Common Stock may be rolled over directly into another
qualified plan or IRA if the trustee of such plan will accept them, or such
shares may be sold and the entire proceeds or a portion thereof may be rolled
over within the 60-day period from the date of distribution. The amount of any
gain realized in such a sale (the excess of the sale price over fair market
value at the date of distribution) may also be rolled over. No gain or loss is
recognized on such a sale to the extent that the proceeds are rolled over. If
both cash and shares are distributed, the shares are sold and only a portion of
the distribution, including proceeds, is rolled over, the participant may
designate the portion of the cash and the portion of the proceeds of shares
which is to be included in the rollover. If no designation is made, the portion
of cash and the portion of the proceeds of shares which is included in the
rollover will be determined on a pro rata basis. The portion of the retained
proceeds attributable to the value of the shares on the date of distribution is
taxed as ordinary income, and the portion of the retained proceeds attributable
to any difference between the value of the shares on the date of distribution
and the sales price is treated as capital gain or loss.
If upon termination of employment a Participant receives installment
payments over a period of up to 20 years, all such distributions are taxable at
ordinary income rates in the year of receipt.
The foregoing is a summary only of the federal tax consequences of
participation in the Plan. Participants and their beneficiaries are advised to
consult their personal tax advisors concerning the time and manner of any
distributions from the Plan to which they may be entitled.
EXPERTS
The consolidated financial statements of Hardinge Inc. appearing in
Hardinge Inc.'s Annual report (Form 10-K) for the year ended December 31, 1994
and in Hardinge Inc.'s Registration Statement (Form S-2 No. 33-91644), have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Documents by Reference
The information required by this Item 3 is provided in the Prospectus
filed as a part of this Registration Statement under the caption "Incorporation
of Certain Documents by Reference."
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
J. Philip Hunter, Secretary and a director of the Company and, at the
date hereof, beneficial owner of 2,322 shares of Common Stock of the Company, is
a partner of Sayles, Evans, Brayton, Palmer & Tifft, which provides regular
legal advice to the Company.
Item 6. Indemnification of Directors and Officers
The Registrant is incorporated under the New York Business Corporation
Law ("NYBCL"). Section 722 of the NYBCL generally permits a corporation to
indemnify its officers and directors against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorney's fees actually and
necessarily incurred in an action or proceeding (other than an action by or in
the right of a corporation, a "derivative action"), if such directors or
officers acted in good faith, for a purpose which they reasonably believed to be
in the best interests of the corporation, and, with respect to a criminal action
or proceeding, had no reasonable cause to believe their conduct was wrongful. A
similar standard is applicable in the case of derivative actions except that no
indemnification is permitted in respect of (i) a threatened action, or a pending
action which is settled or disposed of, or (ii) any claim, issue or matter as to
which such officers or directors are adjudged to be liable to the corporation,
unless and only to the extent a court determines that such officers or directors
are fairly and reasonably entitled to indemnity for such portion of the
settlement and expenses as the court deems proper. Section 724 of the NYBCL
requires indemnification in a civil action or proceeding if so ordered by a
court.
Article XI of the By-Laws of the Registrant provides indemnification of
its directors and officers to the fullest extent permitted by the NYBCL. The
Registrant's directors and officers also are covered by a conventional
directors' and officers' insurance policy.
Item 7. Exemption from Registration Claimed
Not Applicable
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Item 8. Exhibits
(4) Registration Statement of the Company on Form 8-A dated May 19,
1995 filed with the Commission pursuant to Section 12 of the
Securities Exchange Act of 1934, incorporated herein by
reference.
(5) Opinion of Sayles, Evans, Brayton, Palmer & Tifft, counsel for
the Registrant.
(23) (a) Consent of Ernst & Young, L.L.P., included on Page II-7 of
this Registration Statement.
(b) Consent of counsel is included in Exhibit 5 to this
Registration Statement.
The Registrant has submitted or will submit the Plan and any amendment
thereto to the IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities
II-2
<PAGE>
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Elmira, State of New York, on the 12th day of
December, 1995.
HARDINGE INC.
By /s/ Robert E. Agan
________________________________________
Robert E. Agan
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 12, 1995;
Signature Title
/s/ Robert E. Agan
___________________________________ President, Chief Executive Officer
(Robert E. Agan) and Director
/s/ Malcolm L. Gibson
___________________________________ Senior Vice President/Chief Financial
(Malcolm L. Gibson) Officer and Assistant Secretary
/s/ Douglas A. Greenlee
___________________________________ Vice President and Director
(Douglas A. Greenlee)
/s/ Richard L. Simmons
___________________________________ Controller
(Richard L. Simons)
/s/ J. Philip Hunter
___________________________________ Secretary and Director
(J. Philip Hunter)
/s/ John W. Bennett
___________________________________ Director
(John W. Bennett)
/s/ Richard J. Cole
___________________________________ Director
(Richard J. Cole)
/s/ James L. Flynn
___________________________________ Director
(James L. Flynn)
II-4
<PAGE>
/s/ E. Martin Gibson
___________________________________ Director
(E. Martin Gibson)
___________________________________ Director
(Dr. Eve L. Menger)
/s/ Whitney S. Powers
___________________________________ Director
(Whitney S. Powers)
II-5
<PAGE>
The Plan.
Pursuant to the requirements of the Securities Act of 1933, the
Hardinge Savings Plan Committee has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Elmira and State of New York on the 12th day of December, 1995.
HARDINGE INC. SAVINGS PLAN
By /s/ Douglas C. Tifft
_________________________________________
Douglas C. Tifft
Hardinge Savings Plan Committee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on December 12, 1995:
Signature Capacity
/s/ Douglas C. Tifft
____________________________________ Hardinge Savings Plan
(Douglas C. Tifft) Committee Member
/s/ Robert E. Agan
____________________________________ Hardinge Savings Plan
(Robert E. Agan) Committee Member
/s/ Malcolm L. Gibson
____________________________________ Hardinge Savings Plan
(Malcolm L. Gibson) Committee Member
/s/ Thomas L. Halm
____________________________________ Hardinge Savings Plan
(Thomas L. Halm) Committee Member
/s/ Daniel M. Ungvarsky
____________________________________ Hardinge Savings Plan
(Daniel M. Ungvarsky) Committee Member
II-6
EXHIBIT 5
(Sayles, Evans, Brayton, Palmer & Tifft letterhead)
December 13, 1995
Hardinge Inc.
One Hardinge Drive
P.O. Box 1507
Elmira, New York 14902
Ladies and Gentlemen:
We have acted as counsel for Hardinge Inc., a New York corporation
(the "Company"), in connection with the filing by the Company with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement") and the prospectus
contained in the Registration Statement (the "Prospectus"), covering the
registration under the Securities Act of 1933, as amended (the "Act"), of (i)
300,000 shares of the Company's common stock, par value $.01 per share, to be
issued and sold by the Company (collectively, the "Shares") under the Hardinge
Inc. Savings Plan (the "Plan") and (ii) interests of participation in the Plan.
In connection with the foregoing, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents
and corporate and public records as we have deemed necessary as a basis for the
opinion hereinafter expressed. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to
us as originals, the conformity to the originals of all documents presented to
us as copies, and the authenticity of the originals of such documents. In
rendering our opinion, we have relied as to factual matters upon certificates
of public officials and representations of officers of the Company.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized by the Company and will be, when issued and paid for in
the manner and at the price set forth in the Prospectus, validly issued, fully
paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not thereby concede that
we come within the category of persons whose consent is required by the Act or
the General Rules and Regulations promulgated thereunder.
Very truly yours,
Sayles, Evans, Brayton, Palmer & Tifft
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) pertaining to the Hardinge Inc. Savings
Plan and to the incorporation by reference therein of our reports dated January
25, 1995 (Form 10-K) and January 25, 1995, except for Note 8, as to which the
date is May 24, 1995 (Form S-2), with respect to the consolidated financial
statements of Hardinge Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1994, and in its Registration Statement (Form S-2 No.
33-91644), filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Syracuse, New York
December 13, 1995
