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 - JUNE 23, 2003
(Date of Earliest Event Reported)
HURCO COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 0-9143
Indiana 35-1150732
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(State of Incorporation) (I.R.S. Employer Identification No.)
One Technology Way
Indianapolis, Indiana 46268
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 293-5309
Item 5. Other Events
The information set forth in the press release issued by Hurco
Companies, Inc. on June 23, 2003, attached hereto as Exhibit 99.1, is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
99.1 Press Release of Hurco Companies, Inc., dated June 23, 2003.
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 hereunto duly authorized.
HURCO COMPANIES, INC.
By: /s/ Roger J. Wolf
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Name: Roger J. Wolf
Title: Senior Vice President and
Chief Financial Officer
Date: June 23, 2003
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated June 23, 2003.
HURCO AMENDS ODD LOT TENDER OFFER
INDIANAPOLIS--(BUSINESS WIRE)--June 23, 2003 . . . Hurco Companies,
Inc. (NASDAQ Symbol: HURC) today announced that it has amended its tender offer
for the purchase of all shares of its common stock held by persons owning 99 or
fewer shares as of the close of business on June 2, 2003 to waive the Company's
right to withdraw the offer if it determines that it is inadvisable to proceed
with the offer for any reason. Accordingly, the Company will purchase all shares
of its common stock that are properly tendered on or prior to the expiration of
the offer.
The offer will expire at 5:00 p.m., New York City time, on Tuesday,
July 1, 2003, unless extended or terminated earlier. Eligible stockholders who
would like to accept the offer must tender all shares that they own. Partial
tenders will not be accepted.
The Company will pay $3.35 for each share properly tendered by an
eligible stockholder. This price represents a premium of 19.6% over the last
sale price of the common stock on the Nasdaq National Market on June 2, 2003,
the last trading day prior to the date of the offer and 17.5% over the last sale
price on June 19, 2003.
The offer is not conditioned on the receipt of any minimum number of
tenders.
If, after completion of the tendor offer, the Company has fewer than
300 stockholders of record, the Company intends to terminate the registration
of its common stock under the Securities Exchange Act of 1934 and become a
non-reporting company. If that occurs, the Company will no longer file
periodic reports with the Securities and Exchange Commission, including annual
reports on Form 10-K and quarterly reports on Form 10-Q, and will not be
subject to the SEC's proxy rules. In addition, the common stock will no longer
be eligible for trading on the Nasdaq market.
Amended offering documents have been filed with the Securities and
Exchange Commission and have been posted on the Company's website,
www.hurco.com.
Questions or requests for documents may be directed to Innisfree M&A
Incorporated, the Information Agent for the offer, by telephone at (888)
750-5834 (toll free) or in writing at 501 Madison Avenue, 20th Floor, New York,
New York 10022.
Hurco Companies, Inc. is an industrial technology company that designs
and produces interactive computer controls, software and computerized machine
tools for the worldwide metal cutting and metal forming industry. The end market
for the Company's products consists primarily of independent job shops and
short-run manufacturing operations within large corporations in industries such
as the aerospace, defense, medical equipment, energy, transportation and
computer equipment. The Company is based in Indianapolis, Indiana, and has
sales, application engineering and service subsidiaries in High Wycombe,
England; Munich, Germany; Paris, France; Milan, Italy; Shanghai, China and
Singapore, along with manufacturing operations in Taiwan. Products are sold
through independent agents and distributors in the United States, Europe and
Asia.
The Company also has direct sales forces in the United Kingdom, Germany,
France, Italy, and Asia.
This announcement is not an offer to purchase or a solicitation of an offer to
purchase with respect to the common stock. The tender offer is being made upon
the terms and subject to the conditions set forth in the Offer to Purchase and
the accompanying Letter of Transmittal, each dated June 3, 2003, as amended.
Contact: Roger J. Wolf
Senior Vice President
Chief Financial Officer
(317) 293-5309