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HDNG > SEC Filings for HDNG > Form 8-K on 26-Dec-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement

On December 19, 2013, (the "Closing Date"), Hardinge Holdings GmbH ("Holdings"), a direct wholly-owned subsidiary of Hardinge Inc. (the "Company") entered into a Share Purchase Agreement (the "Agreement") with SwissChuck Holding AG (the "Purchaser"), whereby Holdings has agreed to sell the sole issued and outstanding share (the "Share") of Forkardt Schweiz GmbH ("Forkardt Schweiz") to Purchaser. Forkardt Schweiz specializes in the manufacturing of workholding products. The effective date of the transfer of the Share to the Purchaser is December 31, 2013 (the "Effective Date"). The Agreement contains customary representations, warranties, indemnification obligations, covenants and agreements including (i) an undertaking by Holdings to cause the Company's Forkardt business to refrain from competing in certain specified areas with Forkardt Schweiz and (ii) an undertaking by Purchaser to cause Forkardt Schweiz to refrain from competing with the Company's Forkardt business in the development, manufacturing and sale of parts, assemblies and products relating to certain product lines of the Company's Forkardt business. Purchaser and Holdings are each required to adhere to the aforementioned respective undertakings for a period of two years, commencing on the Effective Date. Additionally, under the terms of the Agreement, Purchaser shall only be permitted to use the "Forkardt" brand name for a period of 12 months following the Closing Date.

The purchase price payable to Holdings by the Purchaser in connection with the sale of the Share consists of (i) initial proceeds of CHF 5,800,000 (approximately $6.2 million), subject to a post-closing working capital adjustment, plus (ii) a contingent amount, not to exceed CHF 300,000 (approximately $330,000) that Holdings may receive based upon the future economic performance of Forkardt Schweiz over a three-year period commencing on January 1, 2014, as measured against certain minimum thresholds of gross revenue. It is a condition to the closing of the sale of the Share that CHF 250,000 (approximately $280,000) remain in the bank accounts of Forkardt Schweiz in connection with the sale.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                Description
    2.1       Share Purchase Agreement, dated as of December 19, 2013, by and
              between Hardinge Holdings GmbH and SwissChuck Holding AG.

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