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 22, 2002
Commission file number:
000-15760
HARDINGE INC.
(Exact name of Registrant as specified in its charter)
NEW YORK 16-0470200
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE HARDINGE DRIVE ELMIRA, NY 14902
(Address of principal executive offices) (Zip code)
(607) 734-2281
(Registrant's telephone number including area code)
ITEM 5. OTHER EVENTS
On November 25, 2002, Hardinge Inc. issued a press release announcing the
effectiveness of an agreement whereby it will assume responsibility in North
America for the manufacture and distribution of Bridgeport knee mills, and parts
and support services functions for both knee mills and vertical machining
centers previously produced by the Connecticut operations of Bridgeport
Machines, Inc.
A copy of the press release is included as Exhibit 99 to this Current
Report on Form 8-K and is incorporated herein by reference.
Effective November 22, 2002, Hardinge Inc. (the "Company") entered into an
alliance agreement (the "Agreement") with BPT IP, LLC ("BPT") and Bridgeport
Machines Limited ("BML"). Under the terms of the Agreement, BML has granted to
the Company the exclusive right to manufacture and sell certain versions of
knee-mill machine tools (the "Products") and related accessories ("Accessories")
and spare parts ("Spares"), and the exclusive right to use certain patent
rights, technical information, trade marks and trade names related thereto,
within the United States, Canada and Mexico and their related territories
(together, the "Territory"). The Agreement also grants to the Company certain
rights of first refusal in connection with the manufacture of Products,
Accessories and Spares to be sold by BML outside the Territory. The Company has
agreed to pay to BPT royalties based on a percentage of the net sales
attributable to the Products, Accessories and Spares. The Agreement also
provides that each year, for a period of five years beginning on November 1,
2003, the Company will pay to BPT a minimum royalty payment equal to the greater
of (i) zero and (ii) U.S. $1,000,000 minus the amount of royalties paid or
payable for such year.
The Agreement is terminable by each of the parties upon the occurrence of
certain events of default or changes of control, and by BML and BPT upon the
occurrence of certain force majeure events. The initial term of the Agreement is
seven years, with annual renewals thereafter.
A copy of the Agreement is included as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
10.1 Alliance Agreement entered into as of the 29th day of October, 2002,
by and among Hardinge Inc., a New York corporation, BPT IP, LLC, a
Delaware limited liability company, and Bridgeport Machines Limited,
a limited liability company incorporated in England and Wales.
NOTE: Portions of this exhibit have been omitted pursuant to a
request for confidential treatment filed with the Commission under
Rule 24b-2. The omitted confidential material has been filed
separately with the Commission. The location of the omitted
confidential information is indicated in the exhibit with asterisks
(*****).
99 Press Release issued by registrant on November 25, 2002.
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.
HARDINGE INC.
November 25, 2002 By: /s/ Richard L. Simons
Date -------------------------------------------------
Richard L. Simons
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)