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Indiana
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35-1150732
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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One
Technology Way
Indianapolis,
Indiana 46268
(317)
293-5309
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(Address
of Principal Executive Offices) (Zip Code)
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Title
of Securities
to
be Registered
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Amount
to be Registered
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Proposed
Maximum Offering Price
Per
Share
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Proposed
Maximum Aggregate Offering Price
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Amount
of Registration Fee
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Common
stock, no par value
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750,000(1)
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$43.60(2)
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$32,700,000
(2)
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$1,285.11
(2)
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(1)
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This
Registration Statement registers 750,000 shares of common stock under the
2008 Equity Incentive Plan (the “2008 Plan”). In addition, pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also registers additional
shares of common stock as may be offered or issued to prevent dilution
resulting from stock splits, stock dividends, and similar transactions in
accordance with the anti-dilution provisions of the 2008
Plan.
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(2)
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Estimated
solely for the purpose of calculating the registration fee and computed in
accordance with Rule 457(c) and (h) under the Securities Act
using the average of the high and low sale prices of the common
stock as reported by the Nasdaq Global Market on March 17, 2008, which was
$43.60 per share.
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Item 3.
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Incorporation
of Documents by Reference.
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(1)
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended
October 31, 2007;
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(2)
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The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended
January 31, 2008;
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(3)
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The
Registrant’s Current Report on Form 8-K filed with the Commission on
February 28, 2008; and
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(4)
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The
description of the Registrant’s Common Stock, without par value, contained
in the Registrant’s Registration Statement on Form 10 dated
February 18, 1980, including any amendments or reports filed for the
purpose of updating such
descriptions.
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Item 4.
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Description
of Securities.
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Item 5.
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Interests
of Named Experts and Counsel.
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Item 6.
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Indemnification
of Directors and Officers.
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Item 7.
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Exemption
From Registration Claimed.
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Item 8.
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Exhibits.
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Item 9.
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Undertakings.
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(a)
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The
undersigned Registrant hereby
undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement; and
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration
statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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(b)
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The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person against the Registrant in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
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Signature
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Title
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Date
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/s/ Michael
Doar
Michael
Doar
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Chairman
of the Board, Chief Executive Officer and Director (Principal Executive
Officer)
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March 19,
2008
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/s/ John G.
Oblazney
John
G. Oblazney
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Vice
President, Secretary, Treasurer and Chief Financial Officer (Principal
Financial Officer)
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March 19,
2008
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/s/ Sonja K.
McClelland
Sonja
K. McClelland
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Corporate
Controller and Assistant Secretary (Principal Accounting
Officer)
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March 19,
2008
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/s/ Stephen H.
Cooper
Stephen
H. Cooper
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Director
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March 19,
2008
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/s/ Robert W.
Cruickshank
Robert
W. Cruickshank
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Director
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March 19,
2008
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/s/ Philip
James
Philip
James
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Director
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March 19,
2008
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/s/ Michael P.
Mazza
Michael
P. Mazza
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Director
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March 19,
2008
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/s/ Richard T.
Niner
Richard
T. Niner
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Director
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March 19,
2008
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/s/ Charlie
Rentschler
Charlie
Rentschler
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Director
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March 19,
2008
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/s/ Janu
Sivanesan
Janu
Sivanesan
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Director
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March 19,
2008
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Exhibit
No.
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Description
of
Exhibit
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4.1
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Amended
and Restated Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended July 31, 2000).
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4.2
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Amended
and Restated By-Laws of the Registrant as amended through September 27,
2006 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current
Report on Form 8-K filed on September 27, 2006).
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4.3
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Hurco
Companies, Inc. 2008 Equity Incentive Plan (incorporated herein by
reference to Appendix A to the Registrant’s Definitive Proxy
Statement dated January 28, 2008).
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5
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Opinion
of Baker & Daniels LLP regarding legality of the securities being
registered.
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23.1
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Consent
of Crowe Chizek and Company LLC.
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23.2
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Consent
of PricewaterhouseCoopers LLP.
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23.3
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Consent
of Baker & Daniels LLP (included in Exhibit 5).
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24
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Powers
of Attorney (included on the Signature Page of this Registration
Statement).
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