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
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.
[ ] 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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
NY2:\1235465\07\QH@H07!.DOC\53459.0004
Hurco Companies, Inc. (the "Company") is offering to purchase for
cash (the "Offer") 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 (the "Record Date"). The Offer is
being made pursuant to an offer to purchase (the "Offer to Purchase"), dated
June 3, 2003, which is attached hereto as Exhibit (a)(1). The Offer is an
"odd-lot tender offer" pursuant to Rule 13e-4(h)(5) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In addition, because the
Offer has a reasonable likelihood or a purpose of causing the Common Stock to be
held of record by less than 300 persons, the Offer is a "Rule 13e-3 transaction"
as defined in Rule 13e-3(a)(3) under the Exchange Act. As a result, the Company
is hereby filing this Schedule 13E-3 as required under the Exchange Act.
ITEM 1: SUMMARY TERM SHEET.
The information set forth in "Summary of Terms" and "Questions and
Answers" of the Offer to Purchase is incorporated herein by reference.
ITEM 2: SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is Hurco Companies, Inc. The
Company's principal executive office is located at One Technology Way,
Indianapolis, Indiana 46268 and its telephone number is (317) 293-5309.
(b) The Company's common stock, no par value, is the subject class of
equity securities of this Schedule 13E-3. As of June 2, 2003, 5,583,158 shares
of Common Stock were issued and outstanding.
(c) The information set forth in "Market Price and Dividend
Information" of the Offer to Purchase is incorporated herein by reference.
(d) The information set forth in "Market Price and Dividend
Information" of the Offer to Purchase is incorporated herein by reference.
(e) During the past three years, the Company has not made any
underwritten public offering of Common Stock.
(f) The information set forth in "Special Factors--Recent
Transactions, Negotiations and Contacts" of the Offer to Purchase is
incorporated herein by reference.
ITEM 3: IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The Company is the filing person for this Schedule 13E-3. The
information set forth in "Management Information--Directors and Executive
Officers" of the Offer to Purchase is incorporated herein by reference.
(i) The information set forth in "Management
Information--Directors and Executive Officers" of the Offer
to Purchase is incorporated herein by reference.
(ii) Not applicable.
(b) Not applicable.
(c) The information set forth in "Management Information--Directors
and Executive Officers" of the Offer to Purchase is incorporated herein by
reference.
ITEM 4: TERMS OF THE TRANSACTION.
(a) The information set forth in "Summary of Terms," "Questions and
Answers," "Special Factors" and "Terms of the Offer" of the Offer to Purchase is
incorporated herein by reference.
(c) The Offer is an "odd-lot tender offer" and is being conducted
pursuant to Rule 13e-4(h)(5) under the Exchange Act. In addition, the
information set forth in "Summary of Terms," "Questions and Answers--Am I
eligible to participate in the offer?" and "Terms of the Offer--General" of the
Offer to Purchase is incorporated herein by reference.
(d) The information set forth in "Special Factors--Stockholder
Approval, Appraisal Rights and Agreements Concerning Securities" of the Offer to
Purchase is incorporated herein by reference.
(e) None.
(f) Not applicable.
ITEM 5: PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in "Special Factors--Recent
Transactions; Negotiations and Contacts" of the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth in "Special Factors--Recent
Transactions; Negotiations and Contacts" of the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in "Special Factors--Recent
Transactions; Negotiations and Contacts" of the Offer to Purchase is
incorporated herein by reference.
(e) None of the Company nor any other person listed in response to
Item 3 above is party to any agreements concerning the Company's securities.
ITEM 6: PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) All shares of Common Stock purchased in the Offer will be
cancelled. The information set forth in "Special Factors--Effects of the Offer;
Plans After Completing the Offer" is incorporated herein by reference.
(c) The information set forth in "Summary of Terms," "Questions and
Answers," "Special Factors--Purposes of the Offer" and "Special Factors--Effects
of the Offer; Plans After Completing the Offer" is incorporated herein by
reference.
Except as otherwise provided in the Offer to Purchase, there are no
plans, proposals or negotiations that would result in:
(i) any extraordinary transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
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(ii) any purchase, sale or transfer of a material amount of
assets of the Company or any of its subsidiaries;
(iii) any material change in the present dividend rate or
policy, or indebtedness or capitalization of the Company;
(iv) any change in the present board of directors or
management of the Company including, but not limited to, any plans or
proposals to change the number or the term of directors or to fill
any existing vacancies on the board or to change any material term of
the employment contract of any executive officer; or
(v) any other material change in the Company's corporate
structure or business.
ITEM 7: PURPOSES, ALTERNATIVES, REASONS AND EFFECT.
(a) The information set forth in "Summary of Terms," "Questions and
Answers" and "Special Factors--Purposes of the Offer," is incorporated herein by
reference.
(b) The information set forth in "Summary of Terms," "Questions and
Answers" and "Special Factors--Our Reasons for Pursuing the Offer as Opposed to
Other Alternatives" is incorporated herein by reference.
(c) The information set forth in "Summary of Terms," "Questions and
Answers," "Special Factors-- Purposes of the Offer" and "Special Factors--Our
Reasons for Pursuing the Offer as Opposed to Other Alternatives" is incorporated
herein by reference.
(d) The information set forth in "Summary of Terms," "Special
Factors--Purposes of the Offer," "Special Factors--Potential Adverse Effects of
the Offer," "Special Factors--Effects of the Offer; Plans After Completing the
Offer" and "Special Factors--Tax Consequences" is incorporated herein by
reference.
ITEM 8: FAIRNESS OF THE TRANSACTION.
(a) The information set forth in "Special Factors--Our Position as to
the Fairness of the Offer to Unaffiliated Stockholders" is set forth herein by
reference.
(b) The information set forth in "Special Factors--Our Position as to
the Fairness of the Offer to Unaffiliated Stockholders" is set forth herein by
reference.
(c) The information set forth in "Special Factors--Stockholder
Approval, Appraisal Rights and Agreements Concerning Securities" is set forth
herein by reference.
(d) The information set forth in "Special Factors--Our Position as to
the Fairness of the Offer to Unaffiliated Stockholders" is set forth herein by
reference.
(e) The information set forth in "Special Factors-- Our Position as
to the Fairness of the Offer to Unaffiliated Stockholders" is incorporated
herein by reference.
(f) The information set forth in "Special Factors-- Our Position as
to the Fairness of the Offer to Unaffiliated Stockholders" is incorporated
herein by reference.
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ITEM 9: REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) The Company has not obtained any report, opinion, or appraisal in
connection with the Offer. The information set forth in "Special Factors-- Our
Position as to the Fairness of the Offer to Unaffiliated Stockholders" is
incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 10: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "Terms of the Offer--Source and
Amount of Funds" of the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
(c) The information set forth in "Terms of the Offer--Fees and
Expenses" of the Offer to Purchase is incorporated herein by reference. The
foregoing expenses will be paid by the Company.
(d) Not applicable.
ITEM 11: INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in "Management Information--Beneficial
Ownership of Directors and Executive Officers" of the Offer to Purchase is
incorporated herein by reference.
(b) None.
ITEM 12: THE SOLICITATION OR RECOMMENDATION.
(d) The Company has not granted any stockholder (including any
executive officer, director or affiliate) any voting, appraisal or dissent
rights in connection with the Offer. No executive officer, director or affiliate
is eligible to participate in the Offer. The information set forth in
"Management Information-- Beneficial Ownership of Directors and Executive
Officers," "Summary of Terms" and "Special Factors--Stockholder Approval,
Appraisal Rights and Agreements Concerning Securities" of the Offer to Purchase
is incorporated herein by reference.
(e) No executive officer, director or affiliate of the Company (or,
to the Company's knowledge, any other person named in Item 3 of this Schedule
13E-3) has made any recommendation to holders of Common Stock either in support
of or opposed to the Offer.
ITEM 13: FINANCIAL STATEMENTS.
(a) The information set forth in "Summary Consolidated Financial
Information" and "Where You Can Find Additional Information" of the Offer to
Purchase is incorporated herein by reference.
(b) The information set forth in "Summary Consolidated Financial
Information" of the Offer to Purchase is incorporated herein by reference.
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ITEM 14: PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
No person has been retained by the Company to make any solicitation
or recommendation with respect to the Offer. The Company has retained Innisfree
M&A Incorporated to act as Information Agent and EquiServe Trust Company, N.A.
has been retained to act as Depositary for the Offer. Neither the Information
Agent nor the Depositary has been authorized to make any solicitation or
recommendation in with respect to the Offer. The Information Agent and the
Depositary will be paid customary fees and expenses for their services.
ITEM 15: ADDITIONAL INFORMATION.
(b) The information set forth in the Offer to Purchase is
incorporated herein by reference.
ITEM 16: EXHIBITS.
(a)(1) Offer to Purchase, dated June 3, 2003.
(a)(2) Letter of Transmittal.
(a)(3) Broker-Dealer Letter.
(a)(4) Client Letter.
(a)(5) Notice of Guaranteed Delivery.
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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: June 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
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(a)(1) Offer to Purchase, dated June 3, 2003.
(a)(2) Letter of Transmittal.
(a)(3) Broker-Dealer Letter.
(a)(4) Client Letter.
(a)(5) Notice of Guaranteed Delivery.