Hardinge Inc - Current report filing (8-K)
19 Junho 2008 - 5:44PM
Edgar (US Regulatory)
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
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000-15760
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16-0470200
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(State or other jurisdiction of
incorporation or organization)
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Commission file number
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(I.R.S. Employer
Identification No.)
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One
Hardinge Drive, Elmira, NY 14902
(Address of principal executive
offices) (Zip Code)
(607)
734-2281
(Registrants 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:
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Written communication
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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 Companys 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 Companys and its domestic subsidiaries assets, other than real estate,
and a pledge of (i) 100% of the Companys investments in its domestic
subsidiaries and (ii) 66 and 2/3% of the Companys 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 Companys domestic subsidiaries
and, under certain conditions, by certain of the Companys material foreign
subsidiaries. T
his 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 Companys 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.
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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.
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HARDINGE
INC.
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Registrant
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June 19, 2008
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By:
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/s/ EDWARD J. GAIO
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Date
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Edward J. Gaio
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Vice President and
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Chief Financial Officer
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3
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