0001193125-15-094574.txt : 20150317 0001193125-15-094574.hdr.sgml : 20150317 20150317061333 ACCESSION NUMBER: 0001193125-15-094574 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150317 DATE AS OF CHANGE: 20150317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLOWSERVE CORP CENTRAL INDEX KEY: 0000030625 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 310267900 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-13179 FILM NUMBER: 15704823 BUSINESS ADDRESS: STREET 1: 5215 N. O'CONNOR BLVD. STREET 2: SUITE 2300 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9724436500 MAIL ADDRESS: STREET 1: 5215 N. O'CONNOR BLVD. STREET 2: SUITE 2300 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: DURCO INTERNATIONAL INC DATE OF NAME CHANGE: 19970508 FORMER COMPANY: FORMER CONFORMED NAME: DURIRON CO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: THE DURIRON CO INC DATE OF NAME CHANGE: 19900509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLOWSERVE INTERNATIONAL INC CENTRAL INDEX KEY: 0001124224 IRS NUMBER: 953887956 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-36880 FILM NUMBER: 15704824 BUSINESS ADDRESS: STREET 1: 222 W LAS COLINAS BLVD STREET 2: SUITE 1500 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9724436500 MAIL ADDRESS: STREET 1: 222 W LAS COLINAS BLVD STREET 2: SUITE 1500 CITY: IRVING STATE: TX ZIP: 75039 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLOWSERVE HOLDINGS INC CENTRAL INDEX KEY: 0001124228 IRS NUMBER: 752737169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-36881 FILM NUMBER: 15704825 BUSINESS ADDRESS: STREET 1: 222 W LAS COLINAS BLVD STREET 2: SUITE 1500 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9724436500 MAIL ADDRESS: STREET 1: 222 W LAS COLINAS BLVD STREET 2: SUITE 1500 CITY: IRVING STATE: TX ZIP: 75039 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLOWSERVE MANAGEMENT CO CENTRAL INDEX KEY: 0001124225 IRS NUMBER: 752737324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-36882 FILM NUMBER: 15704826 BUSINESS ADDRESS: STREET 1: 222 W LAS COLINAS BLVD STREET 2: SUITE 1500 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9724436500 MAIL ADDRESS: STREET 1: 222 W LAS COLINAS BLVD STREET 2: SUITE 1500 CITY: IRVING STATE: TX ZIP: 75039 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLOWSERVE US INC CENTRAL INDEX KEY: 0001141476 IRS NUMBER: 752778918 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-36883 FILM NUMBER: 15704827 BUSINESS ADDRESS: STREET 1: 222 LAS COLINAS BLVD., SUITE 1500 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9724436500 8-A12B 1 d890578d8a12b.htm FORM 8-A12B Form 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

FLOWSERVE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

New York   31-0267900

(State or other jurisdiction

of incorporation or organization)

   (IRS Employer Identification No.)

 

5125 N. O’Connor Boulevard

Suite 2300, Irving, Texas

   75039
(Address of principal executive offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

1.250% Senior Notes Due 2022   New York Stock Exchange, LLC

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.  ¨

Securities Act registration statement file number to which this form relates:

333-183634

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

 

TABLE OF CO-REGISTRANTS

 

Exact Name as Specified in its Charter

   

State or

Other

Jurisdiction

of

Incorporation

or

Organization

   

I.R.S.

Employer

Identification

Number

   

Address, including Zip Code and Telephone
Number of Principal Executive Offices

Flowserve Corporation*

    New York    31-0267900    5125 N. O’Connor Boulevard

Suite 2300, Irving, Texas

972-443-6500

Flowserve US Inc.

    Delaware    75-2778918    5125 N. O’Connor Boulevard

Suite 2300, Irving, Texas

972-443-6500

Flowserve International, Inc.

    Delaware    95-3887956    5125 N. O’Connor Boulevard

Suite 2300, Irving, Texas

972-443-6500

Flowserve Holdings, Inc.

    Delaware    75-2737169    5125 N. O’Connor Boulevard

Suite 2300, Irving, Texas

972-443-6500

Flowserve Management Company

    Delaware    75-2737324    5125 N. O’Connor Boulevard

Suite 2300, Irving, Texas

972-443-6500

 

* Flowserve Corporation is the issuer of the debt securities registered hereby. The other listed Co-Registrants are guarantors of the debt securities.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Flowserve Corporation (the “Company”) and the Co-Registrants have filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement dated March 10, 2015 (the “Prospectus Supplement”) to a prospectus dated August 30, 2012 (the “Prospectus”) contained in the effective Registration Statement on Form S-3ASR (Registration No. 333-183634), which Registration Statement was filed with the Commission on August 30, 2012, relating to the securities to be registered hereunder (including any guarantee of such securities by the Co-Registrant). The Company and the Co-Registrants incorporate by reference the Prospectus and the Prospectus Supplement to the extent set forth below.

 

Item 1. Description of Registrant’s Securities to be Registered.

The information required by this item is incorporated by reference to the information contained in the sections captioned “Description of the notes and guarantees,” “Currency conversion” and “Material United States federal tax consequences” in the Prospectus Supplement and “Description of debt securities and guarantees” in the Prospectus.

 

Item 2. Exhibits.

 

Exhibit
    No.

   

Description of Exhibit

4.1.    Senior Indenture, dated September 11, 2012, by and between Flowserve Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 11, 2012 (SEC File No. 001-13179)).
4.2    First Supplemental Indenture, dated September 11, 2012, by and among Flowserve Corporation, certain of its subsidiaries and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated September 11, 2012 (SEC File No. 001-13179)).
4.3    Second Supplemental Indenture, dated November 1, 2013, by and among Flowserve Corporation, certain of its subsidiaries and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated November 1, 2013 (SEC File No. 001-13179)).
4.4    Third Supplemental Indenture, dated March 17, 2015, by and among Flowserve Corporation, certain of its subsidiaries and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 17, 2015 (SEC File No. 001-13179)).
4.5    Form of Note representing the 1.250% Senior Notes due 2022 (included as Exhibit A to Exhibit 4.4 and incorporated by reference).

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized.

 

Flowserve Corporation
Date: March 17, 2015 By:

/s/ CAREY A. O’CONNOR

Carey A. O’Connor
Senior Vice President and General Counsel

Flowserve US Inc.

Date: March 17, 2015 By:

/s/ LUKE E. ALVERSON

Luke E. Alverson
Vice President and Secretary

Flowserve International, Inc.

Date: March 17, 2015 By:

/s/ LUKE E. ALVERSON

Luke E. Alverson
Vice President and Secretary

Flowserve Holdings, Inc.

Date: March 17, 2015 By:

/s/ LUKE E. ALVERSON

Luke E. Alverson
Vice President and Secretary

Flowserve Management Company

Date: March 17, 2015 By:

/s/ LUKE E. ALVERSON

Luke E. Alverson
Vice President and Secretary

EXHIBIT INDEX

 

Exhibit
    No.

   

Description of Exhibit

4.1.    Senior Indenture, dated September 11, 2012, by and between Flowserve Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 11, 2012 (SEC File No. 001-13179)).
4.2    First Supplemental Indenture, dated September 11, 2012, by and among Flowserve Corporation, certain of its subsidiaries and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated September 11, 2012 (SEC File No. 001-13179)).
4.3    Second Supplemental Indenture, dated November 1, 2013, by and among Flowserve Corporation, certain of its subsidiaries and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated November 1, 2013 (SEC File No. 001-13179)).
4.4    Third Supplemental Indenture, dated March 17, 2015, by and among Flowserve Corporation, certain of its subsidiaries and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 17, 2015 (SEC File No. 001-13179)).
4.5    Form of Note representing the 1.250% Senior Notes due 2022 (included as Exhibit A to Exhibit 4.4 and incorporated by reference).