Hardinge Inc. (NASDAQ:HDNG) Files An 8-K Termination of a Material Definitive AgreementItem 1.02. Termination of a Material Definitive Agreement.
In connection with the closing of the Merger, the Company repaid in full and terminated its existing domestic credit facilities with M&T Bank and Chemung Canal Trust Company. The Company also repaid in full and terminated its existing foreign credit facilities with China Construction Bank and Mega International Bank, reduced to $12 million the available commitments under its line of credit with Credit Suisse and reduced to $1 million the available commitments under its line of credit with Bank of China.
Item 2.01. Completion of Acquisition or Disposition of Assets.
At the effective time of the Merger (the “Effective Time”), each share of common stock of the Company, par value $0.01 per share (“Common Stock”) (other than shares of Common Stock previously owned by Privet Fund LP which were contributed to Parent prior to the Effective Time), outstanding immediately prior to the Effective Time was automatically converted into the right to receive $18.50 per share in cash, without interest (the “Merger Consideration”). The holders of certificates or book-entry shares that immediately prior to the Effective Time represented Common Stock ceased to have any rights with respect to the Common Stock other than the right to receive, upon surrender of such certificates or book-entry shares, the Merger Consideration.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit2.1 to the Company’s Current Report on Form8-K filed with the Securities and Exchange Commission (the “SEC”) on February13, 2018 and is incorporated by reference herein, and the full text of Amendment No.1 to the Merger Agreement, which is attached as Exhibit2.1 to the Company’s Current Report on Form8-K filed with the SEC on May16, 2018 and is incorporated by reference herein.
The information set forth under the Introductory Note and Item 5.01 of this Current Report on Form8-K is incorporated by reference into this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.
Prior to the Effective Time, shares of the Company’s Common Stock were listed and traded on the NASDAQ Global Select Market (“NASDAQ”) under the trading symbol “HDNG.” As a result of the Merger, the Company no longer fulfills the listing requirements of NASDAQ. On the Closing Date, the Company notified NASDAQ that the Merger had been completed and requested that NASDAQ (i)suspend trading of the Common Stock on NASDAQ, (ii)withdraw the Common Stock from listing on NASDAQ prior to the open of trading on May29, 2018, and (iii)file with the SEC a notification of removal from listing on Form25 to delist the Common Stock from NASDAQ and deregister the Common Stock under Section12(b)of the Securities Exchange Act of 1934 (the “Exchange Act”). NASDAQ filed a Form25 to delist the Common Stock from NASDAQ and deregister the Common Stock under Section12(b)of the Exchange Act on May25, 2018. As a result, the Common Stock is no longer listed on NASDAQ.
Additionally, the Company intends to file with the SEC certifications on Form15 under the Exchange Act requesting the deregistration of the Common Stock under Section12(g)of the Exchange Act and the suspension of the Company’s reporting obligations under Section15(d)of the Exchange Act as promptly as practicable.
The information set forth under Item 2.01 of this Current Report on Form8-K is incorporated by reference into this Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary of Parent.
The information set forth in Items 2.01, 3.03 and 5.02 of this Current Report on Form8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the Merger Agreement, as a result of the Merger, certain existing directors of the Company, B. Christopher DiSantis, Charles P. Dougherty, Richard R. Burkhart, James Silver, R. Tony Tripeny and Mitchell I. Quain, resigned from the Board of Directors of the Company (the “Board”) and any and all committees of the Board on which they served, effective as of the Effective Time. Such resignations were not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Ryan J. Levenson and Benjamin L. Rosenzweig continued as members of the Board of Directors following the Effective Time.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Effective Time, the bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated in accordance with the terms of the Merger Agreement. On May25, 2018, following the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time was restated in accordance with the terms of the Merger Agreement.
A copy of the restated certificate of incorporation and bylaws of the Company in effect following the effective time are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form8-K and incorporated by reference herein.
The information set forth in Item 2.01 of this Current Report on Form8-K is incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On May29, 2018, the Company issued a press release announcing the completion of the Merger. The press release is attached as Exhibit99.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
HARDINGE INC ExhibitEX-3.1 2 a18-14471_1ex3d1.htm EX-3.1 Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF HARDINGE INC. Under Section 807 of the Business Corporation Law of the State of New York: The undersigned,…To view the full exhibit click
About Hardinge Inc. (NASDAQ:HDNG)
Hardinge Inc. (Hardinge) is a designer, manufacturer and distributor of machine tools, specializing in precision computer numerically controlled metalcutting machines and workholding technology solutions. The Company supplies high precision computer controlled metalcutting turning machines, grinding machines, machining centers and repair parts related to those machines. It also engineers and supplies high precision, standard and specialty workholding devices, and other machine tool accessories. It operates through two segments: Metalcutting Machine Solutions (MMS), and Aftermarket Tooling and Accessories (ATA). The MMS segment includes high precision computer controlled metalcutting turning machines, vertical machining centers, horizontal machining centers, and grinding machines. The ATA segment includes products, primarily collets and chucks that are purchased by manufacturers throughout the lives of their Hardinge or other branded machines.
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