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Hardinge Inc – ‘8-K’ for 11/29/95

As of:  Monday, 12/11/95   ·   For:  11/29/95   ·   Accession #:  950146-95-789   ·   File #:  0-15760

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/11/95  Hardinge Inc                      8-K:2,7    11/29/95    3:117K                                   Merrill/Daniels 01/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         6     14K 
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,     62    156K 
                          Liquidation or Succession                              
 3: EX-99.1     Miscellaneous Exhibit                                  1      6K 


8-K   —   Current Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 2. Acquisitions of Assets
4Item 7. Financial Statements and Exhibits
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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 29, 1995 HARDINGE INC. -------------------------------------------------- (Exact name of registrant as specified in 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
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-2- Item 2. Acquisitions of Assets On November 29, 1995, Hardinge Inc. ("Hardinge") acquired all of the issued and outstanding shares of capital stock ("Kellenberger Stock") of L. Kellenberger & Co., AG, a corporation organized and existing under the laws of Switzerland ("Kellenberger"), and all of the issued and outstanding shares of capital stock ("Kellenberger Inc. Stock") of Kellenberger Incorporated, a New York corporation ("Kellenberger Inc."). The acquisition of the Kellenberger Stock and the Kellenberger Inc. Stock as well as the consummation of the transactions related thereto, are sometimes referred to herein as the "Acquisition". The Acquisition was consummated in accordance with the terms of a Stock Purchase Agreement, dated as of November 16, 1995 (the "Stock Purchase Agreement"), by and among Hardinge, Kellenberger and each of Leon Kellenberger, Ernst Albert Weber, Leonhard Kellenberger and Ralph Kellenberger, Christina Kellenberger, Gerda Kellenberger and Jurg Kellenberger (collectively referred to herein as the "Selling Shareholders"). The total consideration paid by Hardinge to the Selling Shareholders in respect of the Kellenberger Stock was S.fr. 21,000,000, including S.fr. 2,000,000 paid into an escrow account to secure for the benefit of Hardinge, for a period of 18 months from the closing date, certain indemnification obligations of the Selling Shareholders provided for in the Stock Purchase Agreement. The total consideration paid by Hardinge for the Kellenberger Inc. Stock was $1.00. The purchase prices paid by Hardinge for the Kellenberger Stock and the Kellenberger Inc. Stock
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-3- were determined on the basis of arm's length negotiations between the parties. As of the date of the Acquisition, Kellenberger and Kellenberger Inc. became wholly-owned subsidiaries of Hardinge. In connection with the Acquisition, Kellenberger entered into a revised employment agreement with Jurg Kellenberger, who prior to the Acquisition was the Managing Director of Kellenberger. Also in connection with the Acquisition, Kellenberger Inc. entered into a revised employment agreement with Kenneth Leach, who will continue as President of Kellenberger Inc. To finance the Acquisition, Hardinge borrowed S.fr. 20,900,000 under its Credit Agreement, dated August 1, 1994, with The Chase Manhattan Bank (National Association), National Westminster Bank, USA, and Chemical Bank. The Stock Purchase Agreement and certain of the exhibits thereto is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The brief summaries of the material provisions of the Stock Purchase Agreement set forth above are qualified in their entirety by reference to the Stock Purchase Agreement filed as an exhibit hereto. Kellenberger is principally involved in the design, manufacture and sale of high precision grinding machines. Kellenberger Inc. is principally a sales subsidiary for sale of Kellenberger products into the U.S. and Canada. The press release issued by Hardinge Inc. in respect of the Acquisition is filed as an exhibit hereto.
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-4- Item 7. Financial Statements and Exhibits Financial Statements It is impracticable to provide the required financial statements and pro forma financial statements for the acquired business at the time this report is filed. The financial statements and pro forma financial statements will be filed with an amendment to this Current Report on Form 8-K as soon as practicable, but no later than February 12, 1996. Exhibits: Exhibit 2 Stock Purchase Agreement, made as of November 16, 1995, by and among Leon Kellenberger, Ernst Albert Weber, Leonhard Kellenberger, Ralph Kellenberger, Christina Kellenberger, Gerda Kellenberger, Jurg Kellenberger, L. Kellenberger & Co. AG, and Hardinge Inc., including Exhibits 1.2, 2 and 3 thereto. Exhibit 99.1 Press Release dated November 29, 1995
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-5- 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: /s/ Malcolm L. Gibson -------------------------------------------- Malcolm L. Gibson Senior Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial Officer) Dated: December 11, 1995
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-6- Index to Exhibits Exhibits: Exhibit 2 Stock Purchase Agreement, made as of November 16, 1995, by and among Leon Kellenberger, Ernst Albert Weber, Leonhard Kellenberger, Ralph Kellenberger, Christina Kellenberger, Gerda Kellenberger, Jurg Kellenberger, L. Kellenberger & Co. AG, and Hardinge Inc., including Exhibits 1.2, 2 and 3 thereto. Exhibit 99.1 Press release dated November 29, 1995

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
2/12/9648-K/A
Filed on:12/11/955
For Period End:11/29/95168-K/A
11/16/95268-K
8/1/943
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Filing Submission 0000950146-95-000789   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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