Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement Nos. 333-115595
333-142241
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Issuer: |
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Hardinge Inc. |
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Symbol: |
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HDNG |
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Exchange: |
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Nasdaq Global Select Market |
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Shares Offered: |
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2,220,000 shares of Common Stock |
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Over-Allotment Option: |
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333,000 shares of Common Stock |
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Public Offering Price Per Share: |
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$23.50 |
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Underwriting Discounts and Commissions Per Share: |
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$1.41 |
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Net Proceeds: |
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Hardinge will receive net proceeds from this offering of approximately $48.6 million (approximately $55.9 million if the underwriters’ over-allotment option is exercised in full), after deducting the underwriting discounts and commissions and estimated offering expenses payable by Hardinge. |
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Use of Proceeds: |
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Hardinge intends to use all $48.6 million of the net proceeds of this offering ($53.0 million if the over-allotment option is exercised in full) to pay down indebtedness under its U.S. overdraft and revolving line of credit facilities. If the over-allotment option is exercised in full, Hardinge intends to use the remaining net proceeds for general corporate purposes. |
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Capitalization: |
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The following table shows Hardinge’s cash, cash equivalents and investments and capitalization as at December 31, 2006 on an actual basis and on an as adjusted basis to give effect to the sale of Hardinge’s common shares in this offering and the application of the net proceeds received by Hardinge in the offering, after deducting underwriting discounts and commissions and estimated offering expenses. |
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December 31, 2006 |
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Actual |
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As Adjusted |
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In thousands |
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Cash, cash equivalents and investments |
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$ |
6,762 |
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$ |
6,762 |
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Notes payable |
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$ |
4,525 |
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$ |
1,206 |
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Current portion of long-term debt |
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5,758 |
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5,758 |
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Long-term debt, excluding current portion |
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67,578 |
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22,307 |
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Total debt |
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$ |
77,861 |
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$ |
29,271 |
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Shareholders’ equity |
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Common stock, $0.01 par value; 20,000,000 shares authorized and 8,836,875 shares outstanding (actual at December 31, 2006); 11,056,875 shares outstanding at December 31, 2006 (as adjusted) |
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$ |
99 |
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$ |
121 |
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Additional paid-in capital |
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59,741 |
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108,309 |
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Retained earnings |
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116,438 |
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116,438 |
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Treasury shares |
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(13,916 |
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(13,916 |
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Accumulated other comprehensive (loss) income |
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(5,253 |
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(5,253 |
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Total shareholders’ equity |
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$ |
157,109 |
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$ |
205,699 |
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Total capitalization |
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$ |
234,970 |
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$ |
234,970 |
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Number of Shares of Common Stock Outstanding
After |
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11,110,859 (11,443,859 if the underwriters’ over-allotment option is exercised in full) |
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Trade Date: |
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April 20, 2007 |
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Settlement Date: |
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April 25, 2007 |
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Underwriters: |
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Jefferies & Company, Inc. |
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J.P. Morgan Securities Inc. |
The issuer filed registration statements (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in or incorporated in those registration statements and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Jefferies & Company, Inc. toll-free at 1-800-933-6656 or by faxing Jefferies & Company, Inc. at (212) 284-2208.