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
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
-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
-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.
-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
-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
-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
↑Top
Filing Submission 0000950146-95-000789 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Mar. 29, 11:44:51.2am ET