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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Hardinge Inc. (delisted) | NASDAQ:HDNG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 18.50 | 18.49 | 18.50 | 0 | 01:00:00 |
New York
(State or other jurisdiction of incorporation or organization) |
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16-0470200
(I.R.S. Employer Identification No.) |
One Hardinge Drive Elmira, New York 14902-1507 (Address of Principal Executive Offices) |
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Charles P. Dougherty
President and Chief Executive Officer
Hardinge Inc.
One Hardinge Drive
Elmira, New York 14902-1507
(607) 734-2281
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(Name, address and telephone number, including area code, of agent for service)
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Copy to:
David J. Murray, Esq.
Phillips Lytle LLP
One Canalside
125 Main Street
Buffalo, New York 14203-2887
(716) 847-8400
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act.
o
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Title of
securities to be registered |
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Amount to
be registered (1) (2) |
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Proposed maximum
offering price per share |
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Proposed maximum
aggregate offering price |
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Amount of
registration fee |
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Common Stock, par value $.01 per share
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750,000
(3)
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$12.15
(4)
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$9,112,500
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$1,056.14
(5)
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933 (the “1933 Act”), this registration statement also covers an indeterminate number of additional shares that become issuable under the registrant’s Amended and Restated 2011 Incentive Stock Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the registrant’s Common Stock.
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(2)
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This registration statement covers such 750,000 additional shares of Common Stock available for issuance under the Plan.
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(3)
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Represents shares of the registrant’s Common Stock that are (i) subject to awards of Restricted Stock Incentives under the Plan; (ii) subject to awards of Performance Stock Incentives under the Plan; (iii) subject to outstanding options under the Plan or (iv) available for future issuance under the Plan.
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(4)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the 1933 Act. The proposed maximum offering price per share is based upon the average of the reported high and low sales price per share of the Common Stock of Hardinge Inc. on July 28, 2017, as reported on the NASDAQ Global Select Market.
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(5)
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Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities for the Plan. A registration statement on Form S-8 was previously filed on August 8, 2012 (File No. 333-183145) registering 750,000 shares of Common Stock of the registrant for issuance pursuant to awards under the Plan.
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HARDINGE INC.
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By:
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/s/ CHARLES P. DOUGHERTY
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Charles P. Dougherty
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Its:
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President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ CHARLES P. DOUGHERTY
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Director, President and Chief Executive Officer
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August 3, 2017
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Charles P. Dougherty
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(Principal Executive Officer)
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/s/ DOUGLAS J. MALONE
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Senior Vice President and Chief Financial Officer
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August 3, 2017
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Douglas J. Malone
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(Principal Financial Officer)
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/s/ ROBERT R. ROGOWSKI
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Corporate Controller
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August 3, 2017
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Robert R. Rogowski
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(Principal Accounting Officer)
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/s/ RICHARD R. BURKHART
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Director
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August 3, 2017
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Richard R. Burkhart
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/s/ B. CHRISTOPHER DISANTIS
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Director
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August 3, 2017
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B. Christopher DiSantis
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/s/ RYAN J. LEVENSON
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Director
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August 3, 2017
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Ryan J. Levenson
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/s/ MITCHELL I. QUAIN
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Director
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August 3, 2017
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Mitchell I. Quain
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/s/ BENJAMIN L. ROSENZWEIG
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Director
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August 3, 2017
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Benjamin L. Rosenzweig
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/s/ JAMES SILVER
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Director
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August 3, 2017
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James Silver
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/s/ R. TONY TRIPENY
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Director
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August 3, 2017
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R. Tony Tripeny
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Exhibit
Number
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Exhibit
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4.1
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Restated Certificate of Incorporation of Hardinge Inc.
(1)
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4.2
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Amended and Restated By-Laws of Hardinge Inc.
(2)
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4.3
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Hardinge Inc. Amended and Restated 2011 Incentive Stock Plan
(3)
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4.4.
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Specimen of certificate for shares of Common Stock, par value $.01 per share of Hardinge Inc.
(4)
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5.1
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Opinion of Phillips Lytle LLP
*
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23.1
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Consent of Phillips Lytle LLP (included in the opinion filed as Exhibit 5.1 to this registration statement)
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23.2
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Consent of Ernst & Young LLP
*
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24.1
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Power of Attorney (included on the signature page of this registration statement)
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(1)
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Incorporated by reference from the registrant's Quarterly Report on Form 10-Q, as filed with the Commission on August 3, 2017 (File No. 001-34639).
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(2)
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Incorporated by reference from the registrant’s Current Report on Form 8-K, as filed with the Commission on May 16, 2017 (File No. 001-34639).
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(3)
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Incorporated by reference from Appendix A of the registrant’s definitive proxy statement on Schedule 14A, as filed with the Commission on March 28, 2014 (File No. 001-34639).
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(4)
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Incorporated by reference from the registrant’s Registration Statement on Form 8-A, as filed with the Commission on May 19, 1995 (File No. 001-15760).
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1 Year Hardinge Inc. (delisted) Chart |
1 Month Hardinge Inc. (delisted) Chart |
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