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.
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(Exact name of registrant as specified in charter)
New York 0-15760 16-0470200
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
One Hardinge Drive, Elmira, N.Y. 14902
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(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code: (607) 734-2281
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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.
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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:
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Malcolm L. Gibson
Senior Vice President, Chief Financial
Officer and Assistant Secretary
(Principal Financial Officer)
Dated: November 17, 1995
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Index to Exhibits
Exhibit No.
99.1 Press release dated November 16, 1995
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.
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