- Amended Current report filing (8-K/A)
20 Março 2009 - 6:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported):
March 16, 2009
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:
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))
Explanatory
Statement
This Current Report on Form 8-K/A
amends Items 1.01 and 2.03 of the Current Report on Form 8-K filed by
the registrant on March 20, 2009 to include additional information
regarding the events reported therein.
Item 1.01 Entry Into a Material Definitive Agreement.
On March 16, 2009, Hardinge Inc. (Hardinge
or the Company) entered into a new credit facility with Manufacturers and
Traders Trust Company (M&T Bank) pursuant to which M&T Bank extended
a $10 million term loan to Hardinge. The
term loan bears interest at one-month LIBOR plus 500 basis points until September 30,
2009 and, thereafter until maturity, one-month LIBOR plus 600 basis points,
with a minimum rate of 5.5%. The term
loan matures on March 16, 2010.
The term loan is secured by substantially all of the
assets of the Company, including a pledge of 66-2/3% of the Companys interest
in Hardinge Holdings GmbH, the holding company for Hardinges foreign
subsidiaries. The term loan is
guaranteed by Hardinge Technology Systems, Inc., a wholly-owned subsidiary
of the Company and owner of the real property comprising the Companys world
headquarters in Elmira, New York. The
real property is subject to a negative pledge agreement in favor of M&T
Bank.
The new credit facility with M&T Bank does not
include any financial covenants but does contain other customary
representations, affirmative and negative covenants and events of default.
The proceeds of the term loan were used to repay
approximately $8 million of indebtedness owed by Hardinge under a
multi-currency secured credit facility entered into in June 2008 with a
bank syndicate that did not include M&T Bank. The multi-currency credit facility, which had
a maturity of June 2013, has been paid in full and terminated.
Contemporaneous with Hardinges entry into the new
credit facility with M&T Bank, the Company has entered into a commitment
letter with M&T Bank for a three-year $25 million revolving credit
facility. The commitment letter is
subject to customary contingencies and if consummated will replace the $10
million term loan with M&T Bank discussed above.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated
herein by reference.
2
Item 9.01(d) Exhibits.
Exhibits
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Description
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10.1*
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Credit Agreement dated
March 16, 2009 between Hardinge and M&T Bank.
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10.2*
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Libor Term Note dated
March 16, 2009 in the principal amount of $10,000,000 by Hardinge to
M&T Bank.
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10.3*
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General Security Agreement dated March 16, 2009
by Hardinge in favor of M&T Bank.
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10.4*
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Continuing Guaranty
dated March 16, 2009 by Hardinge Technology Systems, Inc. in favor
of M&T Bank.
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10.5*
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Negative Pledge
Agreement dated March 16, 2009 by Hardinge Technology Systems, Inc. in
favor of M&T Bank.
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10.6*
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Post Closing Agreement
dated March 16, 2009 by and among Hardinge, Hardinge Technology
Systems, Inc. and M&T Bank.
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* Incorporated
by reference from the registrants Current Report on Form 8-K filed March 20,
2009.
3
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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Date: March 20,
2009
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By:
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/s/ EDWARD J. GAIO
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Edward J. Gaio
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Chief Financial Officer
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4
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