S-8

As Filed With the Securities and Exchange Commission on November 20, 2007

Registration No. 333-           

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PEERLESS MFG. CO.

(Exact Name of registrant as Specified in Its Charter)

Texas	75-0724417
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
(Address of Principal Executive Offices)

PEERLESS MFG. CO. 2007 STOCK INCENTIVE PLAN
(Full Title of the Plan)

Henry G. Schopfer, III
Chief Financial Officer
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
(Name and Address of Agent for Service)

Copy to:
James E. O’Bannon
Jones Day
2727 North Harwood Street
Dallas, Texas 75201
(214) 220-3939

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum		Amount of
	Amount To Be		Offering Price Per		Aggregate Offering		Registration
Title of Securities To Be Registered	Registered(2)		Share(3)		Price(3)		Fee(3)
Common Stock, par value $1.00 per share(1)		900,000	$	36.69	$	33,021,000	$	1,014

(1)	This Registration Statement also relates to rights (“Rights”) to purchase one-hundredth of a share of common stock, par value $1.00 per share (“Common Stock”), of Peerless Mfg. Co. pursuant to the Rights Agreement, dated as of May 4, 2007 (the “Rights Agreement”). As set forth in the Rights Agreement, one Right will be issued together with and attached to each share of Common Stock issued after May 4, 2007.
(2)	Represents shares issuable pursuant to awards to be granted under the Peerless Mfg. Co. 2007 Stock Incentive Plan. Pursuant to Rule 416, there are also registered hereunder such indeterminate number of additional shares as may become subject to awards under the Plan as a result of the antidilution provisions contained therein.
(3)	Estimated solely for calculating the amount of the registration fee pursuant to paragraphs (c) and (h) of Rule 457.

TABLE OF CONTENTS

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
Opinion of Jones Day
Consent of Grant Thornton, LLP
Powers of Attorney

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information called for by Part I of this registration statement is included in the Section 10(a) prospectus to be sent or given to the persons covered by the Peerless Mfg. Co. 2007 Stock Incentive Plan and is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by the registrant with the Securities and Exchange Commission are incorporated herein by reference:

(a) Annual Report on Form 10-K for the fiscal year ended June 30, 2007;

(b) Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007;

(c) Current Reports on Form 8-K filed on July 3, 2007 and November 16, 2007; and

(d) The description of the registrant’s common stock contained in the registration statement on Form 8-A filed by the registrant on October 29, 1970, including any amendments thereto.

     All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     We have entered into indemnification agreements with each of our directors and officers that provide the director or officer will not be personally liable to us or our shareholders for or with respect to any acts or omissions in the performance of his duties as a director or officer to the fullest extent permitted by the Texas Business Corporation Act (the “TBCA”) or any other applicable law.

     Under Article 2.02-1 of the TBCA, subject to the procedures and limitations stated therein, we may indemnify any person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director, officer, employee or agent of ours against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including court costs and attorneys’ fees) actually incurred by the person in connection with the proceeding if it is determined that the person seeking indemnification:

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• acted in good faith;

• reasonably believed that his or her conduct was in or at least not opposed to our best interests; and

• in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     We are required by Article 2.02-1 of the TBCA to indemnify a director or officer against reasonable expenses (including court costs and attorneys’ fees) incurred by the director or officer in connection with a proceeding in which the director or officer is a named defendant or respondent because the director or officer is or was in that position if the director or officer has been wholly successful, on the merits or otherwise, in the defense of the proceeding. The TBCA prohibits us from indemnifying a director or officer in respect of a proceeding in which the person is found liable to us or on the basis that a personal benefit was improperly received by him or her, other than for reasonable expenses (including court costs and attorneys’ fees) actually incurred by him or her in connection with the proceeding; provided, that the TBCA further prohibits us from indemnifying a director or officer in respect of any such proceeding in which the person is found liable for willful or intentional misconduct in the performance of his or her duties.

     Under Article 2.02-1(J) of the TBCA, a court of competent jurisdiction may order us to indemnify a director or officer if the court determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances; however, if the director or officer is found liable to us or is found liable on the basis that a personal benefit was improperly received by him or her, the indemnification will be limited to reasonable expenses (including court costs and attorneys’ fees) actually incurred by him or her in connection with the proceeding.

     Article 2.02-1 of the TBCA states that rights of indemnification to which a director may be entitled under any provision contained in the articles of incorporation, the bylaws, a resolution of shareholders or directors, an agreement, or otherwise are valid only to the extent they are consistent with Article 2.02-1 of the TBCA as limited by our articles of incorporation, if such a limitation exists.

     Article 2.02-1 of the TBCA permits us to purchase and maintain insurance or to make other arrangements on behalf of any person who is or was a director, officer, employee or agent of ours against any liability asserted against and incurred by that person in any such capacity, or arising out of that person’s status as such a person, whether or not we would otherwise have the power to indemnify the person against that liability under Article 2.02-1 of the TBCA.

     Article 2.41 of the TBCA provides, among other things, that a director who votes for or assents to an unlawful distribution will be liable to us for such actions. A director who dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the minutes of the meeting of our board of directors or by filing his or her written dissent to such actions with the person acting as the secretary of the meeting before adjournment or immediately afterwards by registered mail.

     Our articles of incorporation authorize us to, and our bylaws provide that we shall, indemnify a person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was an officer or director of the company if it is determined that the person:

• conducted himself in good faith;

• reasonably believed:

          (i) in the case of conduct in his official capacity as a director or officer of the company, that his conduct was in the company’s best interest;

          (ii) in all other cases, that his conduct was at least not opposed to the company’s best interests; and

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• in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

     However, if an officer or director is found liable on the basis that a personal benefit was improperly received, or a director is found liable to the corporation, indemnification shall be limited to reasonable expenses actually incurred by the officer or director in connection with the proceeding; provided that, if the officer or director is also found liable for willful or intentional misconduct in the performance of his duties, no indemnification shall be made.

     In addition, no indemnification shall be made in connection with a shareholder derivative suit if the officer or director has been found liable for negligence or misconduct in the performance of his duties as a director or officer and only to the extent that the court in which the suit or action was brought determines that the officer or director is fairly and reasonably entitled to indemnity.

     Our articles of incorporation and bylaws require indemnification of an officer or director against reasonable expenses (including attorneys’ fees) incurred by him in connection with a proceeding in which he is a party because he is a director or officer, if he has been wholly successful, on the merits or otherwise, in the defense of such proceeding.

     The indemnification provisions contained in our articles of incorporation and bylaws are in addition to any other right that a person may have or acquire under any statute, bylaw, resolution of shareholders or directors or otherwise. We maintain insurance on behalf of our directors and officers insuring them against any liability asserted against them in their capacities as directors or officers or arising out of such status.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits

Exhibit
Number	Description
4.1	Articles of Incorporation, as amended to date (filed as Exhibit 3(a) to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1997, Commission File No. 000-5214, and incorporated by reference).
4.2	Bylaws (filed as Exhibit 3(b) to our Quarterly Report on Form 10-Q, for the quarter ended December 31, 2003, and incorporated herein by reference).
4.3	Amendment to the Bylaws (filed as Exhibit 3.2 to our Current Report on Form 8-K filed with the Commission on May 23, 2006, and incorporated herein by reference).
5.1	Opinion of Jones Day.
23.1	Consent of Jones Day (included as part of its opinion filed as Exhibit 5.1 hereto).
23.2	Consent of Grant Thornton, LLP.
24.1	Powers of Attorney.
99.1	2007 Stock Incentive Plan (filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2007, and incorporated herein by reference).

Item 9. Undertakings

(1) The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in a form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

     Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) above 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 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(b) That, for the purpose of determining any liability under the Securities Act of 1933, 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.

(c) 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.

(2) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this 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.

(3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 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 Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on November 20, 2007.

PEERLESS MFG. CO.
By:	/s/ Henry G. Schopfer, III
	Henry G. Schopfer, III
	Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 20, 2007.

SIGNATURE	TITLE
/s/ Peter J. Burlage	President, Chief Executive Officer and Director
Peter J. Burlage	(Principal Executive Officer)
/s/ Henry G. Schopfer, III	Chief Financial Officer
Henry G. Schopfer, III	(Principal Financial Officer and Principal Accounting Officer)
*	Director
Kenneth R. Hanks
*	Director
Robert McCashin
*	Director
R. Clayton Mulford
*	Director
Sherrill Stone
*	Director
Howard G. Westerman, Jr.

     Henry G. Schopfer, III, by signing his name hereto, does hereby sign and execute this registration statement on behalf of the above-named directors of Peerless Mfg. Co. on this 20th day of November, 2007, pursuant to powers of attorney executed on behalf of such director, and contemporaneously filed with the Securities and Exchange Commission.

*By:	/s/ Henry G. Schopfer, III
	Henry G. Schopfer, III, Attorney-in-Fact

EXHIBIT INDEX

Exhibit
Number	Description
4.1	Articles of Incorporation, as amended to date (filed as Exhibit 3(a) to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1997, Commission File No. 000-5214, and incorporated by reference).
4.2	Bylaws (filed as Exhibit 3(b) to our Quarterly Report on Form 10-Q, for the quarter ended December 31, 2003, and incorporated herein by reference).
4.3	Amendment to the Bylaws (filed as Exhibit 3.2 to our Current Report on Form 8-K filed with the Commission on May 23, 2006, and incorporated herein by reference).
5.1	Opinion of Jones Day.
23.1	Consent of Jones Day (included as part of its opinion filed as Exhibit 5.1 hereto).
23.2	Consent of Grant Thornton, LLP.
24.1	Powers of Attorney.
99.1	2007 Stock Incentive Plan (filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2007, and incorporated herein by reference).

EX-5.1

Exhibit 5.1

[Jones Day Letterhead]

November 20, 2007

Peerless Mfg. Co.
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254

Re: Registration Statement on Form S-8 Filed by Peerless Mfg. Co.

Ladies and Gentlemen:

     We have acted as counsel for Peerless Mfg. Co., a Texas corporation (the “Company”), in connection with the Peerless Mfg. Co. 2007 Stock Incentive Plan (the “Plan”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the 900,000 shares (the “Shares”) of the Company’s Common Stock, par value $1.00 per share, that may be issued or delivered and sold pursuant to the Plan will be, when issued or delivered and sold in accordance with the Plan, validly issued, fully paid and nonassessable, provided that the consideration for such shares is at least equal to the stated par value thereof.

     The opinion expressed herein is limited to the laws of the State of Texas. We express no opinion as to the effect of the laws of any other jurisdiction. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan will be in full force and effect at all times at which the Shares are issued or delivered or sold by the Company, and the Company will take no action inconsistent with such resolutions.

     In rendering the opinion above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect registration of the Shares to be issued and sold pursuant to the Plan under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We have issued our reports, dated September 11, 2007, accompanying the consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting included in the Annual Report of Peerless Mfg. Co. and subsidiaries on Form 10-K for the year ended June 30, 2007. We hereby consent to the incorporation by reference of said reports in the Registration Statement of Peerless Mfg. Co. and subsidiaries on Form S-8.

/s/ Grant Thornton LLP

Dallas, Texas
November 19, 2007

EX-24.1

Exhibit 24.1

POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Peter J. Burlage and Henry G. Schopfer, III, and each of them, the true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf as a director or officer or both, as the case may be of Peerless Mfg. Co. (the “Corporation”) a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), for the purpose of registering under the Securities Act shares of the Corporation’s common stock, par value $1.00 per share, and to sign any or all amendments and any or all post-effective amendments to such Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney or attorneys-in-fact, and each of them with or without the others, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Peter J. Burlage

Peter J. Burlage

/s/ Henry G. Schopfer, III

Henry G. Schopfer, III

/s/ Sherrill Stone

Sherrill Stone

/s/ Kenneth R. Hanks

Kenneth R. Hanks

/s/ Robert McCashin

Robert McCashin

/s/ R. Clayton Mulford

R. Clayton Mulford

/s/ Howard G. Westerman, Jr.

Howard G. Westerman, Jr.

Dated: November 20, 2007