SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7--Final Amendment)
HURCO COMPANIES, INC.
(Name of Issuer)
HURCO COMPANIES, INC.
(Name of Person(s) Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
447324104
(CUSIP Number of Class of Securities)
Michael Doar
Chairman of the Board and Chief Executive Officer
Hurco Companies, Inc.
One Technology Way
Indianapolis, Indiana 46268
(317) 293-5309
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Stephen H. Cooper, Esq.
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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This statement is filed in connection with (check the appropriate box):
a. The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. The filing of a registration statement under the Securities
Act of 1993. .
c. X A tender offer.
d. None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies:
Check the following box if the filing is a final amendment reporting the results
of the transaction.
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CALCULATION OF FILING FEE
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Transaction valuation: $27,805* Amount of filing fee: $2.25
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* Calculated solely for the purpose of determining the filing fee, based upon
the odd-lot tender offer price of $3.35 share for the eligible common
stock, multiplied by 8,300, the maximum number of shares to be purchased in
the offer.
X Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $2.25 Filing Party: Hurco Companies, Inc.
Form or Registration No.: 13E-3 Schedule Date Filed: June 3, 2003
This Amendment No. 7 (this "Final Amendment") amends and supplements
the Schedule 13E-3 Transaction Statement filed with the Securities and Exchange
Commission (the "Commission") on June 3, 2003, Amendment No. 1 to the Schedule
13E-3 Transaction Statement filed with the Commission on June 13, 2003,
Amendment No. 2 to the Schedule 13E-3 Transaction Statement filed with the
Commission on June 18, 2003, Amendment No. 3 to the Schedule 13E-3 Transaction
Statement filed with the Commission on June 20, 2003, Amendment No. 4 to the
Schedule 13E-3 Transaction Statement filed with the Commission on July 14, 2003,
Amendment No. 5 to the Schedule 13E-3 Transaction Statement filed with the
Commission on August 1, 2003 and Amendment No. 6 to the Schedule 13E-3
Transaction Statement filed with the Commission on August 12, 2003 (as so
amended, the "Schedule 13E-3") by Hurco Companies, Inc. (the "Company"). This
Schedule 13E-3 relates to the offer (the "Offer") by the Company to purchase for
cash all shares of the Company's common stock, no par value (the "Common
Stock"), held by stockholders that own 99 or less shares of Common Stock as of
the close of business on June 2, 2003, pursuant to the Offer to Purchase, dated
June 3, 2003 and the related Letter of Transmittal.
The purpose of this Final Amendment is to report the results of the
Offer, which expired at 5:00 p.m., New York City time, on Tuesday, September 2,
2003. The information set forth in the Offer to Purchase and the related Letter
of Transmittal is expressly incorporated herein by reference in response to all
the items of this Final Amendment, except as set forth below. In addition, the
information set forth in Items 1 through 16 of the Schedule 13E-3 are
incorporated herein by reference with respect to Items 1 through 16 of this
Final Amendment, except those Items as to which information specifically
provided herein is relevant, in which case the information contained in the
Schedule 13E-3 is incorporated herein by reference in partial answer to those
Items unless otherwise noted hereto.
Item 11. Interests in Securities of the Subject Company.
Item 11 of the Schedule 13E-3 is hereby amended and supplemented by
adding the following paragraph thereto:
The Offer expired at 5:00 p.m., New York City time, on Tuesday,
September 2, 2003. The Company received tenders of 7,171 shares of Common Stock
in the Offer. All of these shares have been accepted by the Company and payment
has been made at the offer price of $3.35 per share.
Item 16: Exhibits.
Item 16 of Schedule 13E-3 is hereby amended and supplemented by adding
the following exhibit thereto:
(a)(15) Press Release of the Company, dated September 3, 2003
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 3, 2003
HURCO COMPANIES, INC.
By: /s/ Michael Doar
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Name: Michael Doar
Title:Chairman of the Board and
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Exhibit
(a)(15) Press Release of the Company, dated September 3, 2003.
FROM: Roger J. Wolf
Senior Vice President
Chief Financial Officer
(317) 293-5309
HURCO ANNOUNCES EXPIRATION OF ITS ODD LOT TENDER OFFER
INDIANAPOLIS, INDIANA, September 3, 2003 . . . Hurco Companies, Inc.
(NASDAQ Symbol: HURC) today announced that 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 has expired. As of 5:00 p.m., New York
City time, on Tuesday, September 2, 2003, the scheduled expiration date, the
Company had accepted for purchase pursuant to the tender offer 7,171 shares of
common stock.
The Company will pay $3.35 for each share purchased in the tender
offer.
After giving effect to purchases pursuant to the offer, the Company
will continue to have more than 300 stockholders of record.
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.