10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20459

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 0-288

ROBBINS & MYERS, INC.

(Exact name of Registrant as specified in its charter)

Ohio	31-0424220
(State or other jurisdiction of	(I.R.S. employer
incorporation)	identification number)
51 Plum St., Suite 260, Dayton, OH	45440
(Address of principal executive offices)	(Zip Code)

(937) 458-6600

Registrant’s telephone number, including area code

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

	Name of each exchange on
Title of each class	which registered
Common Shares, without par value	New York

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ     No o

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.     Yes o     No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirement for at least the past 90 days.     Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      þ

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer þ Accelerated Filer o Non-accelerated Filer o (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes o      No þ

Aggregate market value of Common Shares, without par value, held by non-affiliates of the Company at February 29, 2008 (the last business day of the Company’s second fiscal quarter)	$	955,676,515
Number of Common Shares, without par value, outstanding at September 30, 2008		34,706,893

DOCUMENT INCORPORATED BY REFERENCE

Robbins & Myers, Inc. Proxy Statement for its Annual Meeting of Shareholders on January 7, 2009; definitive copies of the foregoing will be filed with the Commission within 120 days of the Company’s most recently completed fiscal year. Only such portions of the Proxy Statement as are specifically incorporated by reference under Part III of this Report shall be deemed filed as part of this Report.

TABLE OF CONTENTS

	ITEM 1. BUSINESS
	ITEM 1A. RISK FACTORS
	ITEM 1B. UNRESOLVED STAFF COMMENTS
	ITEM 2. PROPERTIES
	ITEM 3. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
	ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
	ITEM 6. SELECTED FINANCIAL DATA
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	ITEM 9A. CONTROLS AND PROCEDURES
	ITEM 9B.OTHER INFORMATION
PART III
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
	ITEM 11. EXECUTIVE COMPENSATION
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
	ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
	ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
INDEX TO EXHIBITS
EX-10.14
EX-21.1
EX-23.1
EX-24.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

ITEM 1. BUSINESS

Important Information Regarding Forward-Looking Statements

Portions of this Form 10-K include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. This includes, in particular, “Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K as well as other portions of this Form 10-K. The words “believe,” “expect,” “anticipate,” “project,” and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. The most significant of these risks, uncertainties and other factors are described in this Form 10-K (included in “Item 1A-Risk Factors”). Except to the limited extent required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

OVERVIEW

Robbins & Myers, Inc. is an Ohio corporation. As used in this report, the terms “Company,” “we,” “our,” or “us” mean Robbins & Myers, Inc. and its subsidiaries unless the context indicates another meaning. We are a leading supplier of engineered equipment and systems for critical applications in global energy, industrial, chemical and pharmaceutical markets. Our success is based on close and continuing interaction with our customers, application engineering expertise, innovation, customer support and a competitive cost structure. Our fiscal 2008 sales were approximately $787 million, and no one customer accounted for more than 5% of these sales.

Information concerning our sales, income before interest and income taxes (“EBIT”), identifiable assets by segment and sales and tangible assets by geographic area for the years ended August 31, 2008, 2007 and 2006 is set forth in Note 12 to the Consolidated Financial Statements included at Item 8 and is incorporated herein by reference.

Fluid Management Segment

Our Fluid Management business segment designs, manufactures and markets equipment and systems used in oil and gas exploration and recovery, specialty chemical, wastewater treatment and a variety of other industrial applications. Primary brands include Moyno®, Yale®, New Era®, TARBY® and Hercules®. Our products and systems include hydraulic drilling power sections; down-hole and industrial progressing cavity pumps and related products such as grinders for applications involving the flow of viscous, abrasive and solid-laden slurries and sludge; and a broad line of ancillary equipment, such as rod guides, rod and tubing rotators, wellhead systems, pipeline closure products and valves. These products and systems are used at the wellhead and in subsurface drilling and production.

Sales, Marketing and Distribution. We sell our rotors and stators for hydraulic drilling power sections through a direct sales force. We sell our tubing wear prevention products, down-hole pump systems, and certain wellhead equipment through major distributors as well as our direct sales force and service centers in key oilfield locations worldwide. We sell our wellhead, closure products and industrial pumps through distributors and manufacturer representatives. Backlog at August 31, 2008 was $63.2 million, compared with $43.0 million at August 31, 2007.

Aftermarket Sales. Aftermarket sales consist principally of selling replacement components for our pumps, as well as the relining of stators and the refurbishment of rotors for the energy market. Aftermarket sales represented approximately 22% of the sales in this segment in fiscal 2008. However, replacement items, such as power section rotors and stators, down-hole pump rotors and rod guides are components of larger systems that wear out after regular usage. These are often sold as complete products and are not identifiable by us as aftermarket sales.

Markets and Competition. We believe we are the leading independent manufacturer of rotors and stators for hydraulic drilling power sections worldwide. We are also a leading manufacturer of rod guides, wellhead components, pipeline closure products and down-hole progressing cavity pumps worldwide. While the oil and gas exploration and recovery equipment marketplace is highly fragmented, we believe that with our leading brands and products we are effectively positioned as a full-line supplier with the capability to provide customers with complete system sourcing. We also have a large installed base and a significant market share in progressing cavity pumps for general industrial applications in the U.S. and Canada, but a smaller presence in Europe and Asia. While we believe Moyno® is the North American leader in the manufacture and sale of progressing cavity

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pumps for the general industrial market, the worldwide market is highly competitive and includes several competitors, none of which is dominant. In addition, there are several other types of positive displacement pumps, including gear, lobe and air-operated diaphragm pumps that compete with progressing cavity pumps in certain applications.

Process Solutions Business Segment

Our Process Solutions business segment designs, manufactures and services glass-lined reactors and storage vessels, standard and customized fluid-agitation equipment and systems, thermal fluid systems and customized fluoropolymer-lined fittings, vessels and accessories, primarily for the pharmaceutical and fine chemical markets. Primary brands are Pfaudler®, Tycon-Technoglass®, Chemineer® and Edlon®.

Sales, Marketing and Distribution. We primarily market and sell glass-lined reactors and storage vessels through our direct sales force, as well as manufacturers’ representatives in certain world markets. Industrial mixers, agitation equipment and corrosion resistant products are primarily sold through manufacturers’ representatives. Backlog at August 31, 2008 was $123.5 million compared with $98.9 million at August 31, 2007.

Aftermarket Sales. Aftermarket products and services, which include field service, replacement parts, accessories and reconditioning of glass-lined vessels, are an important part of our glass-lined reactor product line. Our aftermarket capabilities and presence allow us to service our large installed base of Pfaudler glass-lined vessels and to meet the needs of our customers, who are increasingly inclined to outsource various maintenance and service functions. We also service competitors’ equipment in the U.S. and in Europe. We also refurbish and sell used, glass-lined vessels. Our aftermarket business for the Chemineer® and Edlon® lines primarily consists of selling replacement parts. Aftermarket sales represented approximately 32% of this segment’s sales in fiscal 2008.

Markets and Competition. We believe we have the number one worldwide market position in sales value for quality glass-lined reactors and storage vessels, competing principally with DeDeitrich, a French company. The mixing equipment industry in which our Chemineer® brand participates is highly competitive and fragmented. We believe we are one of the market leaders worldwide. Our primary competitors are American and German businesses. Our Edlon® brand primarily competes by offering highly engineered products and products made for special needs, which are not readily supplied by competitors.

Romaco Business Segment

Our Romaco business segment designs, manufactures and markets packaging and secondary processing equipment for the pharmaceutical, healthcare, nutriceutical, food and cosmetic industries. Packaging applications include dosing, filling and sealing of vials, capsules, tubes, bottles and blisters, as well as customized packaging. Primary brands are Noack®, Siebler®, FrymaKoruma®, Macofar® and Promatic®.

Sales, Marketing and Distribution. We sell Romaco products through our direct sales and service centers in certain world markets. We supplement our direct sales force with an extensive network of manufacturers’ representatives and third party distributors. Backlog at August 31, 2008 was $51.3 million compared with $52.0 million at August 31, 2007.

Aftermarket Sales. Aftermarket sales of our Romaco business were approximately 29% of this segment’s fiscal 2008 sales, consisting largely of replacement parts for the installed base of equipment.

Markets and Competition. We believe Romaco is one of the top five worldwide manufacturers of the type of pharmaceutical equipment it provides; however, the market is fragmented with many competitors, none of which is dominant.

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Other Consolidated Information

BACKLOG

Our total order backlog was $238.0 million at August 31, 2008 compared with $193.8 million at August 31, 2007. We expect to ship substantially all of our backlog during the next 12 months.

CUSTOMERS

Sales are not concentrated with any customer, as no customer represented more than 5% of sales in fiscal 2008, 2007 or 2006.

RAW MATERIALS

Raw materials are purchased from various vendors that generally are located in the same country as our facility using the raw materials. Because of high global demand for steel, costs increased significantly in the first half of fiscal 2008. However, our supply of steel and other raw materials and components has been adequate and available without significant delivery delays. No events are known or anticipated that would change the availability of raw materials. No one supplier provides more than 10% of our raw materials.

GENERAL

We own a number of patents relating to the design and manufacture of our products. While we consider these patents important to our operations, we believe that the successful manufacture and sale of our products depend more upon operating and application expertise and manufacturing skills. We are committed to maintaining high quality manufacturing standards and have completed ISO certification at many of our facilities.

During fiscal 2008, we spent approximately $6.5 million on research and development activities compared with $6.4 million in fiscal 2007 and $7.8 million in fiscal 2006. We also incurred significant engineering costs in conjunction with fulfilling custom customer orders and executing customer projects that is of a research and development nature that is not captured in these amounts.

Compliance with federal, state and local laws regulating the discharge of materials into the environment is not anticipated to have any material effect upon the Company’s capital expenditures, earnings or competitive position.

At August 31, 2008, we had 3,357 employees, which included approximately 710 at majority-owned joint ventures. Approximately 590 of our total employees were covered by collective bargaining agreements at various locations. The Company considers labor relations at each of its locations to be good.

CERTIFICATIONS

Peter C. Wallace, our President and Chief Executive Officer, certified to the New York Stock Exchange on February 5, 2008 that, as of that date, he was not aware of any violation by the Company of the NYSE’s Corporate Governance Listing Standards. We have filed with the SEC the certifications of Mr. Wallace and Christopher M. Hix, our Chief Financial Officer, that are required by Section 302 of the Sarbanes-Oxley Act of 2002 relating to the financial statements and disclosures contained in our Annual Report on Form 10-K for the year ended August 31, 2008.

AVAILABLE INFORMATION

We make available free of charge on or through our web site, at www.robn.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such materials are electronically filed with the Securities and Exchange Commission (“SEC”). Additionally, the public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549. Information regarding operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0300. Information that we file with the SEC is also available at the SEC’s web site at www.sec.gov.

We also post on our web site the following corporate governance documents: Corporate Governance Guidelines, Code of Business Conduct and the Charters of our Audit, Compensation, and Nominating and Governance

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Committees. Copies of the foregoing documents are also available in print to any shareholder who requests it by writing our Corporate Secretary, Robbins & Myers, Inc., 51 Plum Street, Suite 260, Dayton, Ohio 45440.

ITEM 1A. RISK FACTORS

If any of the events contemplated by the following risks actually occurs, then our business, financial condition or results of operations could be materially adversely affected. We caution the reader that these risk factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. We can neither predict these new risk factors, nor can we assess the impact, if any, of these new risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.

Some of our end-markets are cyclical, which may cause fluctuations in our sales and operating results.

We have experienced, and expect to continue to experience, fluctuations in operating results due to business cycles. We sell our products principally to energy, chemical, waste water treatment and pharmaceutical markets. While we serve a variety of markets to avoid a dependency on any one, a significant downturn in any of these markets could cause a material adverse impact on our sales and operating results.

The energy market, in particular, has historically been cyclical in nature as the worldwide demand for oil and gas fluctuates. When worldwide demand for these commodities is depressed, the demand for our products used in drilling and recovery applications is reduced. We have historically generated lower sales and profits in periods of declining demand for oil and gas. Accordingly, results of operations for any particular period are not necessarily indicative of the results of operations for any future period. Future downturns in demand for oil and gas could have a material adverse effect on our sales and operating results.

Our businesses are adversely affected by economic downturns.

In 2008, general worldwide economic conditions declined due to sequential effects of the subprime lending crises, general credit market crises, collateral effects on the finance and banking industries, concerns about inflation, slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions and liquidity concerns. These conditions make it difficult for our customers, our vendors and us to accurately forecast and plan future business activities, and they could cause U.S and foreign businesses to slow spending on our products, which would delay and lengthen sales cycles. We cannot predict the timing or duration of any economic slowdown or the timing or strength of a subsequent recovery, worldwide, or in the specific end markets we serve. If our markets significantly deteriorate due to these economic effects, our business, financial condition and results of operations will likely be materially and adversely affected. Additionally, our stock price could decrease if investors have concerns that our business, financial condition and results of operations will be negatively impacted by a worldwide economic downturn.

In addition, our defined benefit employee benefit plans invest in fixed income and equity securities to fund employee obligations under those plans. Therefore, if the recent decline in the equity markets continues, our future funding requirements and expense could increase over the long-term.

Approximately 61% of our sales are to customers outside the United States, and we are subject to special economic and political risks associated with international operations.

Approximately 61% of our fiscal 2008 sales were to customers outside the U.S., and we maintain operations in 15 countries. Conducting business outside the U.S. is subject to risks, including currency exchange rate fluctuations; changes in regional, political or economic conditions; trade protection measures, such as tariffs or import or export restrictions; subsidies or increased access to capital for firms who are currently, or may emerge, as competitors in countries in which we have operations; partial or total expropriation; unexpected changes in regulatory requirements; and international sentiment towards the U.S. One or more of these factors could have a material adverse effect on our international operations.

We must comply with a variety of import and export laws and regulations, and the cost of compliance as well as the consequences of failure to properly comply with such laws could adversely affect our business.

We are subject to a variety of laws regarding our international operations, including regulations issued by the U.S. Department of Commerce Bureau of Industry and Security and various foreign governmental agencies. We cannot predict the nature, scope or effect of future regulatory requirements to which our international manufacturing operations and trading practices might be subject or the manner in which existing laws might be administered or interpreted. Future regulations could limit the countries in which certain of our products may be manufactured or sold or could restrict our access to, and increase the cost of obtaining, products from foreign sources. In addition, actual or alleged violations of import-export laws could result in enforcement actions and financial penalties that could result in substantial costs.

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Competition in our markets could cause our sales to decrease.

We face significant competition from a variety of competitors in our markets. In some markets, our competitors have greater resources than we do. In addition, new competitors could enter our markets. Competitive pressures, including product quality, performance, price and service capabilities, and new technologies could adversely affect our competitive position, involving a loss of market share or decrease in prices, either of which could have a material adverse effect on our sales.

The nature of our products creates the possibility of product liability lawsuits, which could harm our business.

As a manufacturer of equipment and systems for use in various markets, we face an inherent risk of exposure to product liability claims. Although we maintain strict quality controls and procedures, we cannot be certain that our products will be completely free from defect. In addition, in certain cases, we rely on third-party manufacturers for components of our products. Although we have liability insurance coverage, we cannot be certain that this insurance coverage will continue to be available to us at a reasonable cost or will be adequate to cover any such liabilities. We generally seek to obtain contractual indemnification from our third-party suppliers, which is typically limited by its terms. In the event we do not have adequate insurance or contractual indemnification, product liabilities could have a material adverse effect on our business, financial condition or results of operations. Even if a product liability claim is without merit, it could harm our business.

The results of operations could vary based on the availability and cost of our raw materials.

The prices of our raw materials may increase. The costs of raw materials used by us are affected by fluctuations in the price of metals such as steel.

Our ability to obtain parts and raw materials from our suppliers is uncertain. We are engaged in a continuous, company-wide effort to concentrate our purchases of parts and raw materials on fewer suppliers, and to obtain parts from low-cost countries where possible. As this effort progresses, we are exposed to an increased risk of disruptions to our supply chain, which could have a significant effect on our operating results.

Our results of operations could vary as a result of the methods, estimates and judgments we use in applying our accounting policies.

The methods, estimates and judgments we use in applying our accounting policies have a significant impact on our results of operations (see “Critical Accounting Policies and Estimates” in Part II, Item 7 of this Form 10-K). Such methods, estimates and judgments are, by their nature, subject to substantial risks, uncertainties and assumptions, and factors may arise over time that lead us to change our methods, estimates and judgments. Changes in those methods, estimates and judgments could significantly affect our results of operations. In particular, the calculation of share-based compensation expense under SFAS No. 123(R) required us to use valuation methodologies (which were not developed for use in valuing employee stock options) and a number of assumptions, estimates and conclusions regarding matters such as expected forfeitures, expected volatility of our share price, the expected dividend rate with respect to our common shares and the option exercise behavior of our employees. Furthermore, there are no means, under applicable accounting principles, to compare and adjust our expense if and when we learn of additional information that may affect the estimates that we previously made, with the exception of changes in expected forfeitures of share-based awards. Factors may arise over time that lead us to change our estimates and assumptions with respect to future share-based compensation arrangements, resulting in variability in our share-based compensation expense over time. Changes in forecasted share-based compensation expense could impact our financial results.

Any impairment in the value of our intangible assets, including goodwill, would negatively affect our operating results and total capitalization.

Our total assets reflect substantial intangible assets, primarily goodwill. The goodwill results from our acquisitions, representing the excess of cost over the fair value of the net assets we have acquired. We assess at least annually whether there has been an impairment in the value of our intangible assets. If future operating performance at one or more of our business units were to fall significantly below current levels, if competing or alternative technologies emerge or if market conditions for businesses acquired declines, we could incur, under current applicable accounting rules, a non-cash charge to operating earnings for goodwill impairment. Any

5

determination requiring the write-off of a significant portion of unamortized intangible assets would negatively affect our results of operations and total capitalization, the effect of which could be material.

Other risks that may affect our business.

• Customer order cancellations.

• Implementation and maintenance of business computer systems at our facilities.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our executive offices are located in Beavercreek Township, near Dayton, Ohio. The executive offices are leased and occupy approximately 8,500 square feet. Set forth below is certain information relating to our principal operating facilities. We consider our properties, as well as the related machinery and equipment, to be suitable for their intended purposes.

					Square Footage
			Sales/		(in thousands)
	Manufacturing		Service		Owned		Leased
Function and size by segment:
Fluid Management		11		13		757		91
Process Solutions		14		—		2,096		179
Romaco		5		2		284		75

	North America		South America		Europe		Asia
Geographical locations by segment:
Fluid Management		20		2		1		1
Process Solutions		5		1		5		3
Romaco		1		—		6		—

ITEM 3. LEGAL PROCEEDINGS

There are claims, suits and complaints arising in the ordinary course of business filed or pending against us. Although we cannot predict the outcome of such claims, suits and complaints with certainty, we do not believe that the disposition of these matters will have a material adverse effect on our financial position, results of operations or cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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Executive Officers of the Registrant

Peter C. Wallace, age 54, has been President and Chief Executive Officer of the Company since July 12, 2004. From October 2001 to July 2004, Mr. Wallace was President and CEO of IMI Norgren Group (sophisticated motion and fluid control systems for original equipment manufacturers). He was employed by Rexnord Corporation (power transmission and conveying components) for 25 years serving as President and Group Chief Executive from 1998 until October 2001 and holding a variety of senior sales, marketing, and international positions prior thereto.

Christopher M. Hix, age 46, has been our Vice President and Chief Financial Officer since August 2006. He held various corporate finance and business development positions with Roper Industries (diversified industrial products) from 2001 to July 2006, the most recent being Vice President, Business Development and Assistant Secretary. He was Chief Financial Officer and Vice President of Customer Support for Somero Enterprises, Inc. from 1999 to 2001. From 1991 to 1999 he was with Roper Industries serving in various senior business unit financial and operational leadership positions.

Saeid Rahimian, age 50, has been a Corporate Vice President and President, Fluid Management, since September 2005. He was Group Vice President and President of our R&M Energy Systems and Reactor Systems businesses from May 2004 to September 2005. He has also been President of our R&M Energy Systems business from 1998 to May 2004. Prior to 1998 he held various positions within Robbins & Myers, Inc.

Gary L. Brewer, age 50, has been a Corporate Vice President and President, Process Solutions Group, since February 2006. He held various senior executive positions with Eaton Corporation (diversified industrial products) from 1995 to February 2006, the most recent being Americas Manufacturing Manager, Controls and also including Business Unit Manager for Hydraulic Cylinders, Plant Manager for Motion Control Products and Director of Sales and Marketing in Europe for the Motion Control Business.

Jeffrey L. Halsey, age 56, has been our Vice President, Human Resources since July 2007. He held various Human Resources positions with ABB Ltd. from 1989 through 2006, most recently as Group Senior Vice President, Human Resources for ABB Inc. Prior to 1989 he was Vice President, Employee Relations for Pullman, Inc.

Kevin J. Brown, age 50, has been our Corporate Controller and Chief Accounting Officer since October 2006. He was our Vice President of Corporate Services, Investor Relations & Compliance from August 2006 to October 2006 and he was our Vice President and Chief Financial Officer from January 2000 to August 2006. Previously, he was our Controller and Chief Accounting Officer since December 1995. Prior to joining us, he was employed by the accounting firm of Ernst & Young LLP for 15 years.

Michael J. McAdams, age 59, has been our Treasurer since October 2005, and was Assistant Treasurer from September 2004 to September 2005. From 1999 to 2003, Mr. McAdams was Treasurer of Evenflo Company, Inc. He was Treasurer of Advanced Silicon Materials, Inc. from 1996 to 1999. He was also employed by Armco, Inc. for 15 years, holding various finance positions, including the position of Assistant Treasurer.

Joseph M. Rigot, age 65, has been our Secretary and General Counsel since 1990. He has been a partner with the law firm of Thompson Hine LLP and a predecessor firm for 30 years.

The term of office of our executive officers is until the next Annual Meeting of Directors (January 7, 2009) or until their respective successors are elected.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(A) Our common shares trade on the New York Stock Exchange under the symbol RBN. The prices presented in the following table are the high and low closing prices for the common shares for the periods presented. *

					Dividends
	High		Low		Paid per Share
Fiscal 2008
1st Quarter ended Nov. 30, 2007	$	37.60	$	23.95	$	0.0325
2nd Quarter ended Feb. 29, 2008		38.91		29.77		0.0375
3rd Quarter ended May 31, 2008		43.08		31.65		0.0375
4th Quarter ended Aug. 31, 2008		54.20		39.16		0.0375
Fiscal 2007
1st Quarter ended Nov. 30, 2006	$	21.40	$	13.98	$	0.0275
2nd Quarter ended Feb. 28, 2007		23.61		19.58		0.0325
3rd Quarter ended May 31, 2007		23.07		17.48		0.0325
4th Quarter ended Aug. 31, 2007		30.97		21.18		0.0325

*	Adjusted for 2-for-1 stock split of our shares in the form of a share distribution effective February 28, 2008.
(B)	As of September 30, 2008, we had 365 shareholders of record.
(C)	Dividends paid on common shares are presented in the table in Item 5(A). Our credit agreement includes certain covenants which restrict our payment of dividends above $10,000,000 plus a carry over amount from the prior year, which is 50% of the amount that such dividends were under $10,000,000.
(D)	In 2008 there were no sales of unregistered securities.
(E)	A summary of the Company’s repurchases of its common shares during the quarter ended August 31, 2008 is as follows:

							Maximum
							Number (or
							Approximate
					Total Number of		Dollar
					Shares		Value) of Shares
					Purchased as		that May
			Average		Part of Publicly		Yet Be
	Total Number		Price		Announced		Purchased Under
	of Shares		Paid per		Plans or		the Plans or
Period	Purchased(1)		Share		Programs		Programs
June 2008		0	$	0		0		0
July 2008		0		0		0		0
August 2008		25,934		45.00		0		0
Total		25,934	$	45.00		0		0

(1) During the fourth quarter of 2008, the Company purchased 25,934 of its common shares in connection with its employee benefit plans, including purchases associated with the vesting of restricted stock awards. These purchases were not made pursuant to a publicly announced repurchase plan or program.

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ITEM 6. SELECTED FINANCIAL DATA

Selected Financial Data (1)
Robbins & Myers, Inc. and Subsidiaries
(In thousands, except per share and employee data)

The following selected financial data should be read in conjunction with Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements included In Item 8 “Financial Statements and Supplementary Data”. Per share information for fiscal 2004 to 2007 has been adjusted to reflect our 2008 stock split.

	2008		2007		2006			2005			2004
Operating Results
Orders	$	812,998	$	719,848	$	688,822		$	607,210		$	586,948
Ending backlog		237,980		193,821		174,447			116,491			114,267
Sales		787,168		695,393		625,389			604,773			585,758
EBIT (2,3)		130,664		94,282		7,508			21,451			30,317
Net income (loss) (2,3)		87,402		50,705		(19,587	)		(262	)		11,648
Net income (loss) per share, diluted (2,3)	$	2.52	$	1.48	$	(0.66	)	$	(0.01	)	$	0.40
Financial Condition
Total assets	$	864,717	$	816,143	$	712,047		$	740,193		$	736,078
Total cash		123,405		116,110		48,365			23,043			8,640
Total debt		33,627		103,075		105,531			175,408			181,702
Shareholders’ equity		500,017		412,518		339,422			301,646			306,025
Total capitalization	$	533,644	$	515,593	$	444,953		$	477,054		$	487,727
Other Data
Cash flow from operating activities (2)	$	89,560	$	65,113	$	40,581		$	26,340		$	26,353
Capital expenditures, net		22,114		16,536		13,660			20,263			9,884
Amortization		1,279		1,631		2,343			2,519			2,738
Depreciation		14,970		14,993		16,235			17,874			18,639
Dividends declared per share	$	0.145	$	0.125	$	0.11		$	0.11		$	0.11
Number of employees		3,357		3,233		3,271			3,585			3,824

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Notes to Selected Financial Data

1. We acquired Mavag on January 10, 2008. We sold our Zanchetta product line on March 31, 2007, our Hapa and Laetus product lines on March 31, 2006 and our lined-pipe and fitting product line on August 31, 2005.

2. A summary of the Company’s special items including inventory write-downs charged to cost of sales, and their impact on the diluted earnings per share is as follows:

	2008			2007			2006			2005			2004
	(In thousands, except per share data)
Special items expense (income):
Cost of sales-restructuring inventory writedowns- Process Solutions and Romaco segments	$	0		$	0		$	1,127		$	1,130		$	0
Other restructuring costs including severance		0			1,818			8,472			6,833			2,139
Net product line/facility sale (gains) losses		(7,631	)		(5,279	)		(10,258	)		2,053			0
Goodwill impairment-Romaco segment		0			0			39,174			0			0
Total Special items	$	(7,631	)	$	(3,461	)	$	38,515		$	10,016		$	2,139
Increase (decrease) on net income due to special items	$	6,265		$	3,461		$	(36,941	)	$	(6,310	)	$	(1,390	)
Increase (decrease) on diluted earnings per share due to special items	$	0.18		$	0.06		$	(1.29	)	$	(0.26	)	$	(0.05	)

3. EBIT represents income before interest and income taxes and is reconciled to net income on our Consolidated Statement of Operations. EBIT is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States and should not be considered as an alternative to net income as a measure of our operating results. EBIT is not a measure of cash available for use by management. In addition, this measure may not be comparable to that used by other companies. We evaluate performance of our business segments and allocate resources based on EBIT.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a leading designer, manufacturer and marketer of highly-engineered, application-critical equipment and systems for the energy, industrial, chemical and pharmaceutical markets worldwide. For fiscal 2008, the energy, chemical and pharmaceutical markets were favorable and contributed to the improved operating results in each of our segments. With 61% of our sales outside the United States, we were favorably impacted by foreign currency translation. We attribute our success to our close and continuing interaction with customers, our manufacturing, sourcing and application engineering expertise and our ability to serve customers globally. We have initiatives to improve our performance in these key areas. Our business consists of three market-focused segments: Fluid Management, Process Solutions and Romaco.

Fluid Management. Energy markets served by our Fluid Management segment have been strong. Our primary objective for this segment is to ensure that we continue to capture and increase the opportunities in this growing market. We are increasing our manufacturing capacity through improved asset utilization and measured levels of capital expenditures, and we are delivering valued new product offerings in our niche market sectors. Our Fluid Management business segment designs, manufactures and markets equipment and systems, including hydraulic drilling power sections, down-hole and industrial progressing cavity pumps, wellhead systems, grinders, rod guides, tubing rotators and pipeline closures, used in oil and gas exploration and recovery, specialty chemical, wastewater treatment and a variety of other industrial applications.

Process Solutions. Key end markets served by our Process Solutions segment, chemical and pharmaceutical, are experiencing global growth, particularly in Asia. Our primary objectives are to improve productivity through integration of operations and process improvements and to increase our presence in Asia. Our Process Solutions business segment designs, manufactures and services glass-lined reactors and storage vessels, standard and customized fluid-agitation equipment and systems and customized fluoropolymer-lined fittings, vessels and accessories, primarily for the pharmaceutical and specialty chemical markets.

Romaco. Our customer base within the key markets served by the Romaco segment, pharmaceutical, cosmetics and healthcare, are expanding in developing areas of the world. Profitability in our Romaco segment has been improving as a result of the restructuring program completed in fiscal 2007. We remain focused on simplifying this business, managing its cost structure in order to further improve profit levels and cost-effectively serving customers in developing global areas. Our Romaco business segment designs, manufactures and markets packaging and secondary processing equipment for the pharmaceutical, healthcare, nutriceutical and cosmetic industries. Packaging applications include dosing, filling and sealing of vials, capsules, tubes, bottles and blisters, as well as customized packaging.

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Results of Operations

The following tables present components of our Consolidated Statement of Operations and segment information.

Consolidated	2008			2007			2006
Sales		100.0	%		100.0	%		100.0	%
Cost of sales		63.1			65.2			65.6
Gross profit		36.9			34.8			34.4
SG&A expenses		21.2			21.7			27.2
Goodwill impairment charge		0.0			0.0			6.3
Other income		(0.9	)		(0.5	)		(0.3	)
EBIT		16.6	%		13.6	%		1.2	%

By Segment	2008			2007			2006
	(In millions, except percents)
Fluid Management:
Sales	$	322.9		$	292.3		$	245.2
EBIT		91.3			77.0			56.5
EBIT %		28.3	%		26.3	%		23.0	%
Process Solutions:
Sales	$	313.6		$	273.9		$	231.0
EBIT		37.6			31.9			8.9
EBIT %		12.0	%		11.7	%		3.9	%
Romaco:
Sales	$	150.7		$	129.2		$	149.2
EBIT		20.6			2.6			(38.2	)
EBIT %		13.7	%		2.0	%		(25.6	)%
Total:
Sales	$	787.2		$	695.4		$	625.4
EBIT		130.7			94.3			7.5
EBIT %		16.6	%		13.6	%		1.2	%

Fiscal Year Ended August 31, 2008 Compared with Fiscal Year Ended August 31, 2007

Net Sales

Sales for fiscal 2008 were $787.2 million compared to $695.4 million in fiscal 2007, an increase of $91.8 million or 13.2%. Excluding the impact of currency translation and acquisitions and dispositions, sales increased by $43.9 million, or 6.4%.

The Fluid Management segment had sales of $322.9 million in fiscal 2008 compared to $292.3 million in fiscal 2007, an increase of $30.6 million, or 10.5%. Currency translation accounted for $9.0 million of the increase, and the remaining $21.6 million increase, or 7.4%, was from increased demand for oilfield equipment products due to higher levels of oil and gas exploration and recovery activity, as well as improved demand in chemical processing and general industrial markets. Orders for this segment were $343.1 million in fiscal 2008 compared to $301.9 million in fiscal 2007. Ending backlog of $63.2 million is 47.0% higher than at the end of the prior year.

The Process Solutions segment had sales of $313.6 million in fiscal 2008 compared to $273.9 million in fiscal 2007, an increase $39.7 million, or 14.5%. Excluding the impact of currency translation and an acquisition, sales increased by $15.1 million, or 5.5% over the prior year. This increase is largely attributable to a stronger global chemical market and increased Asia region sales. Excluding currency and acquisition impacts, orders increased by $18.1 million, or 6.4% over prior year, primarily driven by projects in the chemical market and activity in the Asian region. Ending backlog of $123.5 million is 24.9% higher than prior year levels. The organic increase in sales, orders and backlog reflects the strong demand in the chemical market and an increased expansion in the developing areas of the world. Our primary end markets, chemical processing and pharmaceutical, continued to improve.

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The Romaco segment had sales of $150.7 million in fiscal 2008 compared to $129.2 million in fiscal 2007, an increase of $21.5 million, or 16.6%. Excluding the impact of currency translation and a product line sold in fiscal 2007, sales increased $7.3 million, or 5.8% over the prior year. The increase was primarily in the pharmaceutical market. Orders increased $1.1 million, or 0.9%, over prior year after adjusting for currency and the disposed product line. Ending backlog of $51.3 million is comparable to prior year level of $52.0 million.

Earnings Before Interest and Income Taxes (EBIT)

The Company’s operating performance is evaluated using several measures including EBIT. EBIT is income before interest and income taxes and is reconciled to net income on our Consolidated Statement of Operations. We evaluate performance of our business segments and allocate resources based on EBIT. EBIT is not, however, a measure of performance calculated in accordance with accounting principles generally accepted in the United States and should not be considered as an alternative to net income when evaluating our operating results. EBIT is not a measure of cash available for use by management.

Consolidated EBIT for fiscal 2008 was $130.7 million compared to $94.3 million in fiscal 2007, an increase of $36.4 million. Results for fiscal 2008 included other income of $7.6 million from gains on product line/facility sales while fiscal 2007 results included other income of $3.5 million, which consisted of gains on product line and facility sales of $5.3 million, reduced by restructuring costs in the Romaco segment of $1.8 million. The remaining increase in consolidated EBIT of $32.3 million resulted from increased sales volume, benefits realized from completed restructuring activities in the Romaco segment and improved pricing.

The Fluid Management segment EBIT for fiscal 2008 was $91.3 million, compared to $77.0 million in fiscal 2007. The increase of $14.3 million resulted primarily from the sales increase described above, coupled with a favorable product mix.

The Process Solutions segment EBIT was $37.6 million for fiscal 2008, compared to $31.9 million for fiscal 2007, an increase of $5.7 million. Process Solutions had a gain on the sale of a facility in fiscal 2008 of $0.8 million while fiscal 2007 had a facility sale gain of $5.0 million. Excluding the impact of facility sale gains, fiscal 2008 EBIT increased by $9.9 million principally due to the sales volume increase described above, coupled with better pricing.

The Romaco segment EBIT was $20.6 million for fiscal 2008, an increase of $18.0 million compared to fiscal 2007. The change in other (income) expense accounted for $8.4 million of the increase in EBIT. In fiscal 2008, other income included a gain of $5.7 million related to Romaco product lines sold in fiscal 2006 and a $1.1 million gain on a facility sale related to a previously disposed product line, while fiscal 2007 other expense of $1.6 million consisted of restructuring costs of $1.8 million, reduced by net gains on product line and facility sales of $0.2 million. The remaining $9.6 million increase in EBIT was attributable to higher sales described above and benefits from restructuring activities completed in the prior year.

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Interest expense

Net interest expense was $2.0 million in fiscal 2008 and $5.2 million in fiscal 2007. The reduction in net interest expense resulted from higher levels of interest income due to increased cash equivalent balances in fiscal 2008, as well as lower average debt levels in fiscal 2008 due to the repayment of $70 million of our Senior Notes on May 1, 2008. The higher levels of cash equivalent balances were attributable to cash generated from operations and asset/product line sales.

Income taxes

Our effective tax rate for fiscal 2008 was 30.4%. The effective tax rate was lower than the statutory rate primarily due to continued profitable operations in Italy and Germany, which resulted in the release of deferred tax asset valuation allowances of $4.9 million (3.8% point reduction in the effective tax rate), as well as increased taxable income in countries outside the United States, where statutory rates are lower. The significant benefit from the release of the deferred tax asset valuation allowances is not expected to continue in fiscal 2009. Our effective tax rate for fiscal 2007 was 41.4%. The effective tax rate in fiscal 2007 was higher than the statutory rate due to certain foreign losses for which no benefit was recognized.

Net Income

Our net income in fiscal 2008 was $87.4 million compared with $50.7 million in fiscal 2007. The increase in net income is a result of higher sales, improved cost structure due to completed restructuring activities in the Romaco segment, greater benefit from product line/ asset sales, improved pricing, lower interest expense and a lower normalized effective tax rate, as discussed above.

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Fiscal Year Ended August 31, 2007 Compared with Fiscal Year Ended August 31, 2006

Net Sales

Sales for fiscal 2007 were $695.4 million compared to $625.4 million in fiscal 2006, an increase of $70.0 million or 11.2%. Excluding sales from product lines sold in fiscal 2007 and 2006, sales increased by approximately $103.2 million. Exchange rates accounted for $22.9 million of the increase in sales.

The Fluid Management segment had sales of $292.3 million in fiscal 2007 compared to $245.2 million in fiscal 2006, an increase of $47.1 million, or 19.2%. The sales increase is from strong demand for oilfield equipment products due to high levels of oil and gas exploration and recovery activity, as well as improved demand in chemical processing and general industrial markets.

The Process Solutions segment had sales of $273.9 million in fiscal 2007 compared to $231.0 million in fiscal 2006, an increase $42.9 million, or 18.6%. The increase in sales is largely attributable to improved orders for original equipment over the last twelve to eighteen months. Exchange rate changes contributed $11.1 million to the increase in sales. Primary end markets, chemical processing and pharmaceutical, continued to improve. The segment is also benefiting from emerging applications, such as flue gas desulfurization and bio-diesel.

The Romaco segment had sales of $129.2 million in fiscal 2007 compared to $149.2 million in fiscal 2006. Excluding product lines sold in fiscal 2007 and 2006, sales increased $13.2 million, or 11.4%. Current year sales include $8.3 million of exchange rate change benefit. Our orders and backlog improved all year as the pharmaceutical market strengthened over the last twelve to eighteen months, which has translated into higher sales in this segment.

Earnings Before Interest and Income Taxes (EBIT)

Consolidated EBIT for fiscal 2007 was $94.3 million compared to $7.5 million in fiscal 2006, an increase of $86.8 million. The $39.2 million fiscal 2006 goodwill impairment change and the change in other (income) expense accounted for $40.8 million of the increase in EBIT. Fiscal 2007 results included other income of $3.5 million, which consisted of net gains on product line and facility sales of $5.3 million, reduced by restructuring costs in the Romaco segment of $1.8 million. Fiscal 2006 results included other income of $1.8 million, which consisted of net gains on product line and facility sales of $10.3 million, reduced by restructuring costs in the Process Solutions and Romaco segments of $8.5 million. The remaining increase in consolidated EBIT of $46.0 million resulted from the improved profitability (after the aforementioned other income and goodwill impairment) within each of our operating segments, and lower corporate costs.

The Fluid Management segment EBIT for fiscal 2007 was $77.0 million, compared to $56.5 million in fiscal 2006. The increase of $20.5 million resulted from the sales increase of $47.1 million.

The Process Solutions segment EBIT was $31.9 million for fiscal 2007, compared to $8.9 million for fiscal 2006, an increase of $23.0 million. Process Solutions had a gain on the sale of a facility of $5.0 million in fiscal 2007. In fiscal 2006 Process Solutions had net other expense of $2.4 million, consisting of restructuring costs of $4.2 million, offset by a gain on the sale of a facility of $1.8 million. After the previously mentioned change in other expense, EBIT increased by $25.4 million. Approximately $10.5 million of the increase is attributable to higher sales and the remainder due to cost savings from recent restructuring activities.

The Romaco segment EBIT was $2.6 million for fiscal 2007, an increase of $40.8 million compared to fiscal 2006. The change in goodwill impairment charge and other (income) expense accounted for $33.5 million of the increase in EBIT. In fiscal 2007, other expense was $1.6 million and consisted of restructuring costs of $1.8 million reduced by net gains on product line and facility sales of $0.2 million, compared with a combined goodwill impairment charge and net other expense (including a gain on the sale of product lines and restructuring costs) of $35.0 million in the prior year period. The remaining $7.3 million increase in EBIT was attributable to higher sales, which contributed $1.7 million in EBIT improvement, and cost savings from restructuring activities.

Interest expense

Interest expense was $5.2 million in fiscal 2007 and $12.9 million in fiscal 2006. The reduction in interest expense resulted from lower average debt levels in fiscal 2007 compared to fiscal 2006. The lower debt levels were attributable to cash generated from operations, asset/product line sales and the conversion of $38.9 million of our convertible notes into common stock late in the fiscal year 2006.

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Income taxes

Our effective tax rate for fiscal 2007 was 41.4%. The effective tax rate is higher than the statutory rate primarily due to certain foreign losses for which no benefit is recognized, revaluation of deferred tax assets and liabilities to current rates and increased provisions for tax contingencies. In 2006 we had $12.6 million of income tax expense in spite of a $5.4 million pretax loss because of two significant transactions with minimal tax impact; the goodwill impairment charge of $39.2 million and the gain on the sale of Hapa and Laetus of $8.1 million. After considering the impact of these transactions, our effective tax rate in fiscal 2006 was 46.0%. The fiscal 2007 effective rate was lower than the fiscal 2006 adjusted effective rate of 46.0% because of profitability in jurisdictions, such as Germany and Italy, where we previously had losses.

Net Income

Our net income in fiscal 2007 was $50.7 million compared with a net loss in fiscal 2006 of $19.6 million. The increase in net income is a result of improved operating performance, lower goodwill impairment and other expenses, lower interest expense and a lower normalized tax rate, as discussed above.

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Liquidity and Capital Resources

Operating Activities

In fiscal 2008, our cash flow from operating activities was $89.6 million compared with $65.1 million in fiscal 2007, an increase of $24.5 million. This increase resulted primarily from higher net income, reduced by cash used for working capital to support our growth.

We expect our available cash and fiscal 2009 operating cash flow to be adequate to fund fiscal year 2009 operating needs, shareholder dividends, planned capital expenditures and share repurchases. Our planned capital expenditures are related to additional production capacity in Fluid Management, new products and services, productivity programs, and replacement items.

On October 27, 2008 we announced that our Board of Directors has authorized the repurchase of up to three million of our currently outstanding common shares.

Investing Activities

Our capital expenditures were $22.1 million in fiscal 2008, an increase from $16.5 million in fiscal 2007. Our 2008 capital expenditures were primarily for information technology systems and for capacity expansion in the Fluid Management and Process Solutions segments.

In fiscal 2008 we received proceeds related to the sale of two of our Romaco product lines sold in fiscal 2006 and sold two facilities generating cash of $8.5 million. We made an acquisition in our Process Solutions segment in 2008 for a total consideration of $5.1 million. During 2007, we sold two product lines and two facilities to generate $13.7 million of cash.

Financing Activities

The proceeds from the sale of common stock were $8.6 million in fiscal 2008 and $11.3 million in fiscal 2007 were mostly related to the exercise of stock options by current and former employees. Dividends paid during fiscal 2008 were $5.0 million compared to $4.3 million in fiscal 2007. The quarterly dividend rate per common share was increased in January 2008 from $0.0325 to $0.0375.

Credit Agreement

Our Bank Credit Agreement (“Agreement”) provides that we may borrow on a revolving credit basis up to a maximum of $150 million and includes a $100 million expansion feature. All outstanding amounts under the Agreement are due and payable on December 19, 2011. Interest is variable based upon formulas tied to LIBOR or an alternative base rate defined in the Agreement, at our option, and is payable quarterly. Indebtedness under the Agreement is unsecured except for the pledge of the stock of our U.S. subsidiaries and two-thirds of the stock of certain non-U.S. subsidiaries. At August 31, 2008 we had no borrowings under the Agreement. We had $37.2 million of standby letters of credit outstanding at August 31, 2008. These standby letters of credit are primarily used as security for advance payments received from customers and for our performance under customer contracts. Under the Agreement we have $112.8 million of unused borrowing capacity.

Six banks participate in our revolving credit agreement. We are not dependent on any single bank for our financing needs.

From available cash balances, we repaid $70 million of our Senior Notes on the May 1, 2008 due date.

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Critical Accounting Policies and Estimates

This “Management’s Discussion and Analysis” is based on our Consolidated Financial Statements and the related notes. The more critical accounting policies used in the preparation of our Consolidated Financial Statements are discussed below.

Revenue Recognition

We recognize revenue at the time of title passage to our customer. In instances where we have equipment installation obligations, the revenue related to the installation service is deferred until installation is complete. We recognize revenue for certain longer-term contracts based on the percentage of completion method. The percentage of completion method requires estimates of total expected contract revenue and costs. We follow this method since we can make reasonably dependable estimates of the revenue and cost applicable to various stages of the contract. Revisions in profit estimates are reflected in the period in which the facts that gave rise to the revision become known.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the related notes. Significant estimates made by us include the allowance for doubtful accounts, inventory valuation, deferred tax asset valuation allowance, warranty, litigation, product liability and environmental accruals, tax contingencies, stock option valuation, goodwill valuation and retirement benefit obligations.

Our estimate for uncollectible accounts receivable is based upon an analysis of our prior collection experience, specific customer creditworthiness and current economic trends within the industries we serve. In circumstances where we are aware of a specific customer’s inability to meet its financial obligation to us (e.g., bankruptcy filings or substantial downgrading of credit ratings), we record a specific reserve to reduce the receivable to the amount we reasonably believe will be collected. For all other customers, we recognize reserves for bad debts based on the length of time that the receivables are past due.

Inventory valuation reserves are determined based on our assessment of the market conditions for our products and the on hand quantities of inventory in relation to historical usage. The inventory to which this reserve relates is still on hand and will be sold or disposed of in the future. The expected selling price of this inventory approximates its net book value, therefore there is no significant impact on gross margin when it is sold.

We have recorded valuation allowances to reflect the estimated amount of deferred tax assets that may not be realized based upon our analysis of estimated future taxable income and establishment of tax strategies. Future taxable income, reversals of temporary differences, available carryback periods, the results of tax strategies and changes in tax laws could impact these estimates.

Warranty obligations are contingent upon product failure rates, material required for the repairs and service and delivery costs. We estimate the warranty accrual based on specific product failures that are known to us plus an additional amount based on the historical relationship of warranty claims to sales. We record litigation and product liability reserves based upon a case-by-case analysis of the facts, circumstances and estimated costs.

These estimates form the basis for making judgments about the carrying value of our assets and liabilities and are based on the best available information at the time we prepare our consolidated financial statements. These estimates are subject to change as conditions within and beyond our control change, including but not limited to economic conditions, the availability of additional information and actual experience rates different from those used in our estimates. Accordingly, actual results may differ from these estimates.

Goodwill and Other Intangible Assets

Goodwill is tested on an annual basis, or more frequently as impairment indicators arise. Impairment tests, which involve the use of estimates related to the fair market values of the business operations with which goodwill is associated, were performed at year-end for fiscal 2008 (our annual impairment test date) using a discounted cash flow methodology (“income approach”). The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis. In estimating the fair value of the

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businesses for the purposes of our annual or periodic analyses, we make estimates and judgments about the future cash flows of these businesses. Although our cash flow forecasts are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying businesses, there is significant judgment in determining the cash flows attributable to these businesses over their estimated remaining useful lives. Losses, if any, resulting from impairment tests are reflected in operating income in our Consolidated Statement of Operations. Other intangibles are evaluated periodically if events or circumstances indicate a possible inability to recover their carrying amount.

Foreign Currency Accounting

Gains and losses resulting from the settlement of a transaction in a currency different from that used to record the transaction are charged or credited to net income or loss when incurred. Adjustments resulting from the translation of non-U.S. financial statements into U.S. dollars are recognized in accumulated other comprehensive income or loss for all non-U.S. units.

We use permanently invested intercompany loans as a source of capital to reduce the exposure to foreign currency fluctuations in our foreign subsidiaries. These loans are treated as analogous to equity for accounting purposes. Therefore, we record foreign exchange gains or losses on these intercompany loans in accumulated other comprehensive income or loss.

Pensions

We maintain defined benefit and defined contribution pension plans that provide retirement benefits to substantially all U.S. employees and certain non-U.S. employees. Pension expense for fiscal 2008 and beyond is dependent on a number of factors including returns on plan assets and changes in the plan’s discount rate and therefore cannot be predicted with certainty at this time. The following paragraphs discuss the significant factors that affect the amount of recorded pension expense.

A significant factor in determining the amount of expense recorded for a funded pension plan is the expected long-term rate of return on plan assets. We develop the long-term rate of return assumption based on the current mix of equity and debt securities included in the plan’s assets and on the historical returns on those types of investments, judgmentally adjusted to reflect current expectations of future returns. At August 31, 2008 the weighted average expected rate of return on plan assets was 7.70%.

In addition to the expected rate of return on plan assets, recorded pension expense includes the effects of service cost — the actuarial cost of benefits earned during a period — and interest on the plan’s liabilities to participants. These amounts are determined actuarially based on current discount rates and assumptions regarding matters such as future salary increases and mortality. Differences in actual experience in relation to these assumptions are generally not recognized immediately but rather are deferred together with asset-related gains or losses. When cumulative asset-related and liability-related gains or losses exceed the greater of 10% of total liabilities or the calculated value of plan assets, the excess is amortized and included in pension income or expense. At August 31, 2008, the weighted average discount rate used to value the plan liabilities was 6.6%. We determine our discount rate based on an actuarial yield curve applied to the payments we expect to make out of our retirement plans.

Additional changes in the key assumptions discussed above would affect the amount of pension expense currently expected to be recorded for years subsequent to 2008. Specifically, a one-half percent decrease in the rate of return on assets assumption would have the effect of increasing pension expense by approximately $0.5 million. A comparable increase in this assumption would have the opposite effect. In addition, a one-half percent increase in the discount rate would decrease pension expense by $0.1 million, and a comparable decrease in the discount rate would increase expense by approximately $0.3 million.

New Accounting Pronouncements

In September 2006 the Financial Accounting Standards Board (FASB) issued FASB Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (SFAS No. 158). SFAS No. 158 requires employers to recognize the overfunded or underfunded status of defined benefit postretirement plans as an asset or liability in its Balance Sheet, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. We adopted SFAS No. 158 on August 31, 2007.

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In July 2006 the Financial Accounting Standards Board issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement 109” (FIN 48). FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on a tax return. FIN 48 is effective as of the beginning of fiscal years that start after December 15, 2006 (September 1, 2007 for the Company). As stated in Note 9, we adopted the provisions of FIN 48 on September 1, 2007.

In September 2006, the FASB issued FASB Statement No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS No. 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. Additionally, in October 2008, the FASB issued FASB Staff Position No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active.” (FSP 157-3). FSP 157-3 clarifies the application of SFAS No.157 in a market that is not active. SFAS No. 157 is effective for the Company’s 2009 fiscal year. We are currently assessing the potential impact of SFAS No. 157 on our consolidated financial statements.

In February 2007, the FASB issued FASB statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115” (SFAS No. 159). This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The fair value option permits a company to choose to measure eligible items at fair value at specified election dates. A company will report unrealized gains and losses on items for which the fair value option has been elected in earnings after adoption. SFAS No. 159 will be effective for us beginning in fiscal 2009.

In December 2007, the FASB issued FASB Statement No. 141(R), “Business Combinations” (SFAS No. 141(R)). SFAS No. 141(R) revised the requirements of SFAS No. 141 related to fair value principles, the cost allocation process, and accounting for non-controlling (minority) interests. SFAS No. 141(R) will be effective for us beginning in fiscal 2010. We are currently evaluating the effect, if any, the adoption of SFAS No. 141(R) will have on our consolidated financial statements.

In December 2007, the FASB issued FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (SFAS No. 160). SFAS No. 160 amends ARB 51, “Consolidated Financial Statements”, and requires all entities to report noncontrolling (minority) interests in subsidiaries within equity in the consolidated financial statements, but separate from the parent shareholders’ equity. SFAS No. 160 also requires any acquisitions or dispositions of noncontrolling interests that do not result in a change of control to be accounted for as equity transactions. Further, SFAS No. 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. SFAS No. 160 will be effective for us beginning in fiscal 2010. We are currently evaluating the effect, if any, the adoption of SFAS No. 160 will have on our consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position FAS 142-3, “Determination of the Useful Life of Intangible Assets” (FSP FAS 142-3). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Asset”. FSP FAS 142-3 also requires expanded disclosure related to the determination of intangible asset useful lives. FSP FAS 142-3 will be effective for us in our fiscal year 2010. We are currently evaluating the impact that the adoption of FSP FAS 142-3 will have on our consolidated financial statements.

In May 2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS No. 162). SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with generally accepted accounting principles. SFAS No. 162 will become effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” We do not anticipate the adoption of SFAS No. 162 will have a material impact on our consolidated financial statements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We maintain operations in the U.S. and foreign countries. We have market risk exposure to foreign exchange rates in the normal course of our business operations. Our significant non-U.S. operations have their local currencies as their functional currency and primarily buy and sell using that same currency. We manage our exposure to net assets and cash flows in currencies other than U.S. dollars by minimizing our non-U.S. dollar net asset positions. We also enter into hedging transactions, primarily currency swaps, under established policies and guidelines that enable us to mitigate the potential adverse impact of foreign exchange rate risk. We do not engage in trading or other speculative activities with these transactions as established policies require that these hedging transactions relate to specific currency exposures.

Our main foreign exchange rate exposures relate to assets, liabilities and cash flows denominated in British pounds, euros, Swiss francs and Canadian dollars and the general economic exposure that fluctuations in these currencies could have on the U.S. dollar value of future non-U.S. cash flows. To illustrate the potential impact of changes in foreign currency exchange rates on us for fiscal 2008, the net unhedged exposures in each currency were remeasured assuming a 10% decrease in foreign exchange rates compared with the U.S. dollar. Using this method, our EBIT for fiscal 2008 would have decreased by $7.3 million and our cash flow from operations for fiscal 2007 would have decreased by $4.8 million. This calculation assumed that each exchange rate would change in the same direction relative to the U.S. dollar. In addition to the direct effects of changes in exchange rates, these changes may also affect the volume of sales or the foreign currency sales prices as competitors’ products become more or less attractive. Our sensitivity analysis of the effects of changes in foreign currency exchange rates does not include any effects of potential changes in sales levels or local currency prices.

We also have market risk exposure to interest rates. At August 31, 2008, we had $33.6 million in interest-bearing debt obligations subject to market risk exposure due to changes in interest rates. To manage our exposure to changes in interest rates, we attempt to maintain a balance between fixed and variable rate debt. We expect this balance in the debt profile to moderate our financing cost over time. We are limited in our ability to refinance our fixed rate debt. However, we have the ability to change the characteristics of our fixed rate debt to variable rate debt through interest rate swaps to achieve our objective of balance.

At August 31, 2008, $30.1 million of our outstanding debt had a weighted-average fixed interest rate of 6.8% and $3.5 million had a weighted average variable interest rate of 10.9%. The estimated fair value of our debt at August 31, 2008 was approximately $33.6 million. The following table presents the aggregate maturities and related weighted average interest rates of our debt obligations at August 31, 2008 by maturity dates:

	U.S. Dollar					Non-U.S. Dollar					Non-U.S. Dollar
	Fixed Rate					Fixed Rate					Variable Rate
Maturity Date	Amount		Rate			Amount		Rate			Amount		Rate
	(In thousands, except percents)
2009	$	0		0.00	%	$	95		5.92	%	$	3,097		12.13	%
2010		30,000		6.84			0		0.00			351		2.00
2011		0		0.00			0		0.00			84		2.00
2012		0		0.00			0		0.00			0		0.00
2013		0		0.00			0		0.00			0		0.00
Thereafter		0		0.00			0		0.00			0		0.00
Total	$	30,000		6.84	%	$	95		5.92	%	$	3,532		10.88	%
Fair value	$	30,000				$	95				$	3,532

21

Following is information regarding our long-term contractual obligations and other commitments outstanding as of August 31, 2008:

	Payments Due by Period
					Two to
Long-term contractual			One year		three		Four to		After five
obligations	Total		or less		years		five years		years
	(In thousands)
Debt obligations	$	33,627	$	3,192	$	30,435	$	0	$	0
Operating leases (1)		17,048		6,148		6,675		3,269		956
Total contractual cash obligations	$	50,675	$	9,340	$	37,110	$	3,269	$	956

(1) Operating leases consist primarily of building and equipment leases.

Unrecognized tax benefits in the amount of $6,305,000, including interest and penalties, have been excluded from the table because we are unable to make a reasonably reliable estimate of the timing of future payments. The only other commercial commitments outstanding were standby letters of credit of $37,214,000. Of this outstanding amount $30,677,000 is due within a year, $6,295,000 within two to three years and $242,000 due within four to five years.

22

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of
Robbins & Myers, Inc. and Subsidiaries

We have audited Robbins & Myers, Inc. and Subsidiaries’ internal control over financial reporting as of August 31, 2008, based on criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Robbins & Myers, Inc. and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Robbins & Myers, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of August 31, 2008, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Robbins & Myers, Inc. and Subsidiaries as of August 31, 2008 and 2007, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended August 31, 2008 of Robbins & Myers, Inc. and Subsidiaries and our report dated October 27, 2008 expressed an unqualified opinion thereon.

/s/ Ernst & Young, LLP
Dayton, OH
October 27, 2008

23

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of
Robbins & Myers, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Robbins & Myers, Inc. and Subsidiaries as of August 31, 2008 and 2007, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended August 31, 2008. Our audits also included the financial statement schedule listed in Item 15(a) of this Registration Statement. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Robbins & Myers, Inc. and Subsidiaries at August 31, 2008 and 2007, and the consolidated results of their operations and their cash flows for each of the three years in the period ended August 31, 2008, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As described in Note 1 to the Consolidated Financial Statements, in 2008 the company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement 109.” Also, as described in Note 1 to the Consolidated Financial Statements, in 2007 the Company adopted the provisions of Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R)”.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Robbins & Myers, Inc. and Subsidiaries’ internal control over financial reporting as of August 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated October 27, 2008 expressed an unqualified opinion thereon.

/s/ Ernst & Young, LLP
Dayton, OH
October 27, 2008

24

CONSOLIDATED BALANCE SHEET
Robbins & Myers, Inc. and Subsidiaries
(In thousands, except share data)

	August 31,
	2008			2007
ASSETS
Current Assets:
Cash and cash equivalents	$	123,405		$	116,110
Accounts receivable		153,648			152,779
Inventories		109,797			99,196
Other current assets		8,017			7,410
Deferred taxes		13,476			11,178
Total Current Assets		408,343			386,673
Goodwill		278,906			271,150
Other Intangible Assets		6,853			7,272
Deferred Taxes		21,969			9,583
Other Assets		10,931			12,196
Property, Plant and Equipment		137,715			129,269
	$	864,717		$	816,143
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	86,012		$	78,890
Accrued expenses		100,407			103,732
Deferred taxes		2,469			1,662
Current portion of long-term debt		3,192			72,522
Total Current Liabilities		192,080			256,806
Long-Term Debt, Less Current Portion		30,435			30,553
Deferred Taxes		44,628			24,818
Other Long-Term Liabilities		82,118			79,019
Minority Interest		15,439			12,429
Shareholders’ Equity:
Common stock-without par value:
Authorized shares-80,000,000
Issued shares-34,762,954 in 2008 (34,275,510 in 2007)		185,552			172,319
Treasury shares-58,848 in 2008 (29,612 in 2007)		(1,947	)		(683	)
Retained earnings		294,409			217,548
Accumulated other comprehensive income:
Foreign currency translation		36,945			40,024
Pension liability		(14,942	)		(16,690	)
Total		22,003			23,334
		500,017			412,518
	$	864,717		$	816,143

See Notes to Consolidated Financial Statements

25

CONSOLIDATED SHAREHOLDERS’ EQUITY STATEMENT
Robbins & Myers Inc. and Subsidiaries
(In thousands, except share and per share data)

									Accumulated
									Other
									Comprehensive
	Common		Treasury			Retained			Income
	Shares		Shares			Earnings			(Loss)			Total
Balance at September 1, 2005	$	110,149	$	(10	)	$	193,968		$	(2,461	)	$	301,646
Net loss							(19,587	)					(19,587	)
Change in foreign currency translation										8,050			8,050
Change in minimum pension liability										5,219			5,219
Comprehensive loss													(6,318	)
Restricted stock grants-net, 117,152 shares Amortization of restricted stock grants		485											485
Cash dividend declared, $0.11 per share							(3,285	)					(3,285	)
Stock option expense		837											837
Performance stock award expense		445											445
Conversion of bonds to stock, 3,459,048 shares		38,914											38,914
Convertible bonds interest adjustment, net of tax of $508		828											828
Proceeds from employee benefit plan share sales, 89,260 shares		1,009											1,009
Stock options exercised, 414,138 shares		4,658											4,658
Tax benefit of stock options exercised		203											203
Balance at August 31, 2006		157,528		(10	)		171,096			10,808			339,422
Net income							50,705						50,705
Change in foreign currency translation										14,160			14,160
Change in minimum pension liability (SFAS No.87), net of tax										8,621			8,621
Comprehensive income													73,486
Adoption of SFAS No. 158, net of tax										(10,255	)		(10,255	)
Restricted stock grants-net, 121,408 shares Amortization of restricted stock grants		1,247											1,247
Cash dividend declared, $0.125 per share							(4,253	)					(4,253	)
Treasury stock purchases, 28,996 shares				(673	)								(673	)
Stock option expense		598											598
Performance stock award expense		924											924
Proceeds from employee benefit plan share sales, 50,194 shares		825											825
Stock options exercised, 687,336 shares		9,066											9,066
Tax benefit of stock options exercised		2,131											2,131
Balance at August 31, 2007		172,319		(683	)		217,548			23,334			412,518
Net income							87,402						87,402
Change in foreign currency translation										(3,079	)		(3,079	)
Change in minimum pension liability, net of tax										1,748			1,748
Comprehensive income													86,071
Adoption of FIN 48							(5,538	)					(5,538	)
Restricted stock grants-net, 64,546 shares Amortization of restricted stock grants		666											666
Cash dividend declared, $0.145 per share							(5,003	)					(5,003	)
Treasury stock purchases, 29,236 shares				(1,264	)								(1,264	)
Stock option expense		745											745
Performance stock award expense		1,979											1,979
Proceeds from employee benefit plan share sales, 34,700 shares		1,278											1,278
Stock options exercised, 388,198 shares		4,249											4,249
Tax benefit of stock options exercised		4,316											4,316
Balance as of August 31, 2008	$	185,552	$	(1,947	)	$	294,409		$	22,003		$	500,017

See Notes to Consolidated Financial Statements

26

CONSOLIDATED STATEMENT OF OPERATIONS
Robbins & Myers, Inc. and Subsidiaries
(In thousands, except per share data)

	Years ended August 31,
	2008			2007			2006
Sales	$	787,168		$	695,393		$	625,389
Cost of sales		496,906			453,052			410,473
Gross profit		290,262			242,341			214,916
Selling, general and administrative expenses		167,229			151,520			170,020
Goodwill impairment charge		0			0			39,174
Other income		(7,631	)		(3,461	)		(1,786	)
Income before interest and income taxes		130,664			94,282			7,508
Interest expense, net		2,031			5,243			12,946
Income (loss) before income taxes and minority interest		128,633			89,039			(5,438	)
Income tax expense		39,099			36,866			12,589
Minority interest		2,132			1,468			1,560
Net income (loss)	$	87,402		$	50,705		$	(19,587	)
Net income (loss) per share
Basic	$	2.53		$	1.49		$	(0.66	)
Diluted	$	2.52		$	1.48		$	(0.66	)

See Notes to Consolidated Financial Statements

27

CONSOLIDATED CASH FLOW STATEMENT
Robbins & Myers, Inc. and Subsidiaries
(In thousands)

	Years Ended August 31,
	2008			2007			2006
OPERATING ACTIVITIES
Net income (loss)	$	87,402		$	50,705		$	(19,587	)
Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by operating activities:
Depreciation		14,970			14,993			16,235
Amortization		1,279			1,631			2,343
Deferred taxes		6,201			18,997			(2,887	)
Stock compensation		3,390			2,769			1,767
Goodwill impairment charge		0			0			39,174
Net gain on sale of business/facilities		(7,631	)		(5,279	)		(7,955	)
Changes in operating assets and liabilities :
Accounts receivable		(1,067	)		(28,315	)		6,125
Inventories		(7,261	)		(2,796	)		2,905
Other assets		(560	)		1,059			1,933
Accounts payable		3,682			16,500			(5,468	)
Accrued expenses and other liabilities		(10,845	)		(5,151	)		5,996
Net cash and cash equivalents provided by operating activities		89,560			65,113			40,581
INVESTING ACTIVITIES
Capital expenditures		(22,114	)		(16,536	)		(13,660	)
Proceeds from sale of business/facilities		8,484			13,712			27,833
Acquisitions		(5,061	)		0			0
Net cash and cash equivalents (used) provided by investing activities		(18,691	)		(2,824	)		14,173
FINANCING ACTIVITIES
Proceeds from debt borrowings		12,003			30,904			35,747
Payments of long-term debt		(81,451	)		(33,360	)		(66,953	)
Net proceeds from issuance of common stock, including stock option tax benefits		8,579			11,348			5,667
Dividend paid		(5,003	)		(4,253	)		(3,285	)
Other		0			(432	)		(528	)
Net cash and cash equivalents (used) provided by financing activities		(65,872	)		4,207			(29,352	)
Effect of exchange rate changes on cash		2,298			1,249			(80	)
Increase in cash and cash equivalents		7,295			67,745			25,322
Cash and cash equivalents at beginning of year		116,110			48,365			23,043
Cash and cash equivalents at end of year	$	123,405		$	116,110		$	48,365

See Notes to Consolidated Financial Statements

28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Robbins & Myers, Inc. and Subsidiaries

NOTE 1 — SUMMARY OF ACCOUNTING POLICIES

Consolidation

The consolidated financial statements include the accounts of Robbins & Myers, Inc. (“Company”, “we,” “us,” “our”) and all of its subsidiaries in which a controlling interest is maintained. Controlling interest is determined by majority ownership interest and the absence of substantive third-party participation rights. For these consolidated subsidiaries where our ownership is less than 100%, the other shareholders’ interests are shown as Minority Interest. All significant intercompany accounts and transactions have been eliminated upon consolidation. We produce and sell original equipment and aftermarket parts for a variety of markets including energy, industrial, chemical and pharmaceutical.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Accounts Receivable

Accounts receivable relate primarily to customers located in North America and Western Europe and are concentrated in the pharmaceutical, specialty chemical and oil and gas markets. To reduce credit risk, we perform credit investigations prior to accepting an order and, when necessary, require letters of credit to ensure payment.

Our estimate for uncollectible accounts receivable is based upon an analysis of our prior collection experience, specific customer creditworthiness and current economic trends within the industries we serve. In circumstances where we are aware of a specific customer’s inability to meet its financial obligation to us (e.g., bankruptcy filings or substantial downgrading of credit ratings), we record a specific reserve to reduce the receivable to the amount we reasonably believe will be collected. For all other customers, we recognize reserves for bad debts based on the length of time that the receivables are past due.

Inventories

Inventories are stated at the lower of cost or market determined by the last-in, first-out (“LIFO”) method in the U.S. and the first-in, first-out (“FIFO”) method outside the U.S. Inventory valuation reserves are determined based on our assessment of the market conditions for our products and the on hand quantities of inventory in relation to historical usage.

Goodwill and Other Intangible Assets

Goodwill is the excess of the purchase price paid over the value of net assets of businesses acquired. Goodwill is not amortized, but is tested for impairment on an annual basis, or more frequently as impairment indicators arise, using a fair market value approach, at the reporting unit level. We recognize an impairment charge for any amount by which the carrying amount of goodwill exceeds its fair value. Impairment tests are performed each year based on August 31 financial information. Other intangibles are evaluated periodically if events or circumstances indicate a possible inability to recover their carrying amount. Losses, if any, resulting from impairment tests are reflected in operating income in our Consolidated Statement of Operations.

Amortization of other intangible assets is calculated on the straight-line basis using the following lives:

Patents and trademarks	14 to 17 years
Non-compete agreements	3 to 5 years
Financing costs	3 to 5 years

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation expense is recorded over the estimated useful life of the asset on the straight-line method using the following lives:

Buildings	45 years
Machinery and equipment	3 to 15 years

29

Our normal policy is to expense repairs and improvements made to capital assets as incurred. In limited circumstances, betterments are capitalized and amortized over the estimated life of the new asset and any remaining value of the old asset is written off. Repairs to machinery and equipment must result in an addition to the useful life of the asset before the costs are capitalized.

Foreign Currency Accounting

Gains and losses resulting from the settlement of a transaction in a currency different from that used to record the transaction are charged or credited to net income or loss when incurred. Adjustments resulting from the translation of non-U.S. financial statements into U.S. dollars are recognized in accumulated other comprehensive income or loss in the consolidated balance sheet.

Product Warranties

Warranty obligations are contingent upon product failure rates, material required for the repairs and service delivery costs. We estimate the warranty accrual based on specific product failures that are known to us plus an additional amount based on the historical relationship of warranty claims to sales.

Changes in our product warranty liability during the year are as follows:

	2008			2007
	(In thousands)
Balance at beginning of the fiscal year	$	7,922		$	7,605
Warranty expense		1,851			2,188
Deductions		(1,973	)		(1,908	)
Impact of business dispositions		0			(91	)
Impact of exchange rates		53			128
Balance at end of the fiscal year	$	7,853		$	7,922

Consolidated Statement of Operations

Research and development costs are expensed as incurred and recorded in selling, general and administrative expenses. Research and development costs in fiscal 2008, 2007 and 2006 were $6,469,000, $6,352,000 and $7,799,000, respectively. We also incurred significant engineering costs in conjunction with fulfilling custom customer orders and executing customer projects that is of a research and development nature that is not captured in these amounts. Shipping and handling costs are included in cost of sales. Advertising costs are expensed as incurred.

Revenue Recognition

We recognize revenue at the time of title passage to our customer. In instances where we have equipment installation obligations, the revenue related to the installation service is deferred until installation is complete. We recognize revenue for certain longer-term contracts based on the percentage of completion method. The percentage of completion method requires estimates of total expected contract revenue and costs. We follow this method since we can make reasonably dependable estimates of the revenue and cost applicable to various stages of the contract. Revisions in profit estimates are reflected in the period in which the facts that gave rise to the revision become known.

Income Taxes

Income taxes are provided for all items included in the Consolidated Statement of Operations regardless of the period when such items are reported for income tax purposes. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We recorded valuation allowances to reflect the estimated amount of deferred tax assets that may not be realized based upon our analysis of estimated future taxable income and establishment of tax strategies. Future taxable income, reversals of temporary differences, available carryback periods, the results of tax strategies and changes in tax laws could impact these estimates.

Generally, our policy is to provide U.S. income taxes on non-U.S. income when remitted to the U.S. We regularly receive dividends from Canada and provide deferred taxes on those undistributed earnings. Other than the earnings from Canada, we have not provided deferred taxes on the undistributed earnings of international subsidiaries because the earnings are deemed permanently reinvested. It is anticipated that the Company will continue to annually remit a portion of prospective earnings of certain non-Canadian international subsidiaries in the form of taxable dividends. The U.S. tax consequences of those dividends will be recorded when such dividends are paid. Since the Company intends to remit earnings from certain of its non-Canadian international subsidiaries only on a prospective basis, the Accounting Principles Board Opinion No. 23, “Accounting for Income Taxes”, exception will

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continue to apply to the international subsidiaries accumulated earnings and profits, which aggregated $90,671,000 and $106,564,000 at August 31, 2008 and 2007, respectively.

In July 2006, the FASB issued Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes”, which is effective for fiscal years beginning after December 15, 2006. FIN 48 is an interpretation of SFAS No. 109, “Accounting for Income Taxes”, and clarifies the accounting for uncertainty in income tax positions. FIN 48 requires us to recognize in our financial statements the impact of a tax position, if that position is more likely than not of being sustained, based on the technical merits of the position. The recognition and measurement guidelines of FIN 48 were applied to all of our material income tax positions on September 1, 2007, resulting in a $5,538,000 increase in the liability for unrecognized tax benefits, with a corresponding decrease to the beginning retained earnings for the cumulative effect of a change in accounting principle. See Note 9.

Significant judgment is required in determining the provision for income taxes, unrecognized tax benefits, and the related accruals and deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, our tax returns are subject to audit by various tax authorities in numerous jurisdictions. Although we believe that our estimates are reasonable, actual results could differ from these estimates resulting in a final tax outcome that may be materially different from that which is reflected in our consolidated financial statements.

Consolidated Cash Flow Statement

Cash and cash equivalents consist of cash balances and temporary investments having an original maturity of 90 days or less.

Fair Value of Financial Instruments

The following methods and assumptions were used by us in estimating the fair value of financial instruments:

Cash and cash equivalents — The amounts reported approximate market value.

Long-term debt — At August 31, 2008, the carrying amount of our debt of $33,627,000 approximates the market value because our interest rate approximates current market rate. The market value of our debt was $105,175,000 at August 31, 2007. These amounts are based on the terms, interest rates and maturities currently available to us for similar debt instruments.

Accounts receivable, accounts payable, and accrued expenses — The amounts reported approximate market value.

Common Stock Plans

We sponsor a long-term incentive stock plan to provide for the granting of stock-based compensation to directors, officers and other key employees. The stock option price per share cannot be less than the fair market value per share as of the date of grant. For officers and other key employees, outstanding grants become exercisable over a three-year period.

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The fair value of each stock option grant in fiscal years 2008, 2007 and 2006 were estimated on the date of grant using a Black-Scholes-Merton option pricing model with the following weighted average assumptions. The 2007 and 2006 fair values at grant date have been adjusted to reflect our fiscal 2008 stock split:

	2008			2007			2006
Expected volatility of common stock		35.86	%		25.40	%		32.70	%
Risk free interest rate		4.00			4.80			4.29
Dividend yield		0.50			0.70			0.76
Expected life of option	7.0		Yrs.	7.0		Yrs.	7.0		Yrs.
Fair value at grant date	$	12.70		$	5.80		$	4.41

Assumptions utilized in the model are evaluated when awards are granted. The expected volatility of our common stock was estimated based upon the historical volatility of our common stock price. The risk-free interest rate is based on the U.S. Treasury security yields at the time of the grant for a security with a maturity term equal to or approximating the expected term of the underlying award. The dividend yield was determined by using a blend of historical dividend yield information and expected future trends. The expected life of the option grants represents the period of time options are expected to be outstanding and is based on the contractual term of the grant, vesting schedule and past exercise behavior.

New Accounting Pronouncements

In September 2006 the Financial Accounting Standards Board (FASB) issued FASB Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (SFAS No. 158). SFAS No. 158 requires an employer to recognize the overfunded or underfunded status of defined benefit postretirement plans as an asset or liability in its Balance Sheet, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. We adopted SFAS No. 158 on August 31, 2007. See Note 8.

In July 2006 the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement 109” (FIN 48). FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. FIN 48 is effective as of the beginning of fiscal years that start after December 15, 2006 (September 1, 2007 for the Company). As stated above, the adoption of FIN 48 at the start of fiscal 2008, resulted in the Company recognizing a $5,538,000 increase in the liability for unrecognized tax benefits accounted for as a decrease to retained earnings (cumulative effect) as of September 1, 2007, and the total amount of unrecognized tax benefits as of that date was $6,334,000. See Note 9.

In September 2006, the FASB issued FASB Statement No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS No. 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. Additionally, in October 2008, the FASB issued FASB Staff Position No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active.” (FSP 157-3). FSP 157-3 clarifies the application of SFAS No.157 in a market that is not active. SFAS No. 157 is effective for the Company’s 2009 fiscal year. We are currently assessing the potential impact of SFAS No. 157 on our consolidated financial statements.

In February 2007, the FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115” (SFAS No. 159). This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The fair value option permits a company to choose to measure eligible items at fair value at specified election dates. A company will report unrealized gains and losses on items for which the fair value option has been elected in earnings after adoption. SFAS No. 159 will be effective for us beginning in fiscal 2009.

In December 2007, the FASB issued FASB Statement No. 141(R), “Business Combinations” (SFAS No. 141(R)). SFAS No. 141(R) revised the requirements of SFAS No. 141 related to fair value principles, the cost allocation process, and accounting for non-controlling (minority) interests. SFAS No. 141(R) will be effective for us

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beginning in fiscal 2010. We are currently evaluating the effect, if any, the adoption of SFAS No. 141(R) will have on our consolidated financial statements.

In December 2007, the FASB issued FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (SFAS No. 160). SFAS No. 160 amends ARB 51, “Consolidated Financial Statements”, and requires all entities to report noncontrolling (minority) interests in subsidiaries within equity in the consolidated financial statements, but separate from the parent shareholders’ equity. SFAS No. 160 also requires any acquisitions or dispositions of noncontrolling interests that do not result in a change of control to be accounted for as equity transactions. Further, SFAS No. 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. SFAS No. 160 will be effective for us beginning in fiscal 2010. We are currently evaluating the effect, if any, the adoption of SFAS No. 160 will have on our consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position FAS 142-3, “Determination of the Useful Life of Intangible Assets” (FSP FAS 142-3). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Asset”. FSP FAS 142-3 also requires expanded disclosure related to the determination of intangible asset useful lives. FSP FAS 142-3 will be effective for us beginning in our fiscal year 2010. We are currently evaluating the impact that the adoption of FSP FAS 142-3 will have on our consolidated financial statements.

In May 2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS No. 162). SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with generally accepted accounting principles. SFAS No. 162 will become effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” We do not anticipate the adoption of SFAS No. 162 will have a material impact on our consolidated financial statements.

Reclassifications

Certain prior year amounts may have been reclassified to conform with the current year presentation.

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NOTE 2 — BALANCE SHEET INFORMATION

	2008			2007
	(In thousands)
Accounts receivable
Allowances for doubtful accounts	$	7,695		$	6,189
Inventories
FIFO:
Finished products	$	33,216		$	30,190
Work in process		47,060			39,699
Raw materials		41,591			38,932
		121,867			108,821
LIFO reserve, U.S. inventories		(12,070	)		(9,625	)
	$	109,797		$	99,196
Non-U.S. inventories at FIFO	$	81,214		$	69,432
Property, plant and equipment
Land	$	17,783		$	17,795
Buildings		102,809			93,332
Machinery and equipment		177,285			169,456
		297,877			280,583
Less accumulated depreciation		(160,162	)		(151,314	)
	$	137,715		$	129,269
Accrued expenses
Salaries, wages and payroll taxes	$	22,866		$	21,595
Customer advances		28,261			33,091
Pension benefits		3,030			2,714
U.S. other postretirement benefits		2,014			2,261
Warranty costs		7,853			7,922
Accrued interest		821			3,461
Income taxes		10,835			9,517
Commissions		6,494			4,507
Other		18,233			18,664
	$	100,407		$	103,732
Other long-term liabilities
German pension liability	$	40,458		$	39,513
U.S. other postretirement benefits		19,766			20,218
U.S. pension liability		6,816			7,699
Other		15,078			11,589
	$	82,118		$	79,019

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NOTE 3 — STATEMENT OF OPERATIONS INFORMATION

Unless otherwise noted, the costs mentioned below in this note were included on the “other income” line of our Consolidated Statement of Operations in the period indicated.

	2008			2007			2006
	(In thousands)
Process Solutions segment restructuring costs	$	0		$	0		$	2,541
Romaco Segment restructuring costs		0			1,818			4,755
Gain on disposition of product lines/facilities		(7,631	)		(5,279	)		(7,955	)
Subtotal		(7,631	)		(3,461	)		(659	)
Less inventory write-down included in cost of sales		0			0			(1,127	)
Other income	$	(7,631	)	$	(3,461	)	$	(1,786	)

In fiscal 2008, we sold a facility in each of our Process Solutions and Romaco segments. Additionally, in fiscal 2008 we received proceeds related to the sale of two of our Romaco product lines, sold in fiscal 2006. Cash proceeds from these asset sales totaled $8,484,000. The net gain recognized in fiscal 2008 as a result of these asset sales was $7,631,000.

During fiscal years 2007 and 2006, we incurred costs related to a restructuring program announced in fiscal 2005. The restructuring plan was initiated to improve the profitability of our Romaco and Process Solutions segments and included plant closures, sales of excess facilities, personnel reductions, product line sales, and other activities.

In fiscal 2007, we completed the restructuring activities announced in fiscal 2005. We recorded restructuring costs in fiscal 2007 totaling $1,818,000 in our Romaco segment. During the year we also sold a Romaco facility and a Process Solutions facility, as well as two Romaco product lines. Cash proceeds from these asset sales totaled $13,712,000. The net gain recognized in fiscal 2007 as a result of these asset sales was $5,279,000.

We recorded restructuring costs in fiscal 2006 totaling $2,541,000 in the Process Solutions segment and $4,755,000 in the Romaco segment. The costs in fiscal 2006 included $1,127,000 to write-down inventory related to discontinued product lines, which is included in cost of sales. During the year, we sold two Romaco product lines and a Process Solutions facility. Cash proceeds from these asset sales totaled $27,833,000. The net gain recognized in fiscal 2006 as a result of these asset sales was $7,955,000.

In fiscal 2006, management estimated the fair value of the Romaco segment using current prices that the Company might have received in the potential disposition of all or parts of Romaco and recorded a $39,174,000 goodwill impairment charge.

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Minimum lease payments

Future minimum payments, by year and in the aggregate, under non-cancellable operating leases with initial or remaining terms of one year or more consisted of the following at August 31, 2008:

	(In thousands)
2009	$	6,148
2010		3,999
2011		2,676
2012		1,823
2013		1,446
Thereafter		956
	$	17,048

Rental expense for all operating leases in 2008, 2007 and 2006 was approximately $7,398,000, $5,633,000 and $4,971,000, respectively. Operating leases consist primarily of building and equipment leases.

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NOTE 4 — PRODUCT LINE DISPOSITIONS

In the third quarter of fiscal 2008 we recognized a pre-tax gain of $5,697,000 ($5,008,000 after-tax gain, or $0.14 per diluted share) related to the sale of two of our Romaco product lines-Hapa and Laetus- sold in fiscal 2006. As part of that transaction, funds were paid into an escrow account that served as collateral for potential claims by the purchaser under the terms of the Asset and Share Purchase Agreement (“Agreement”). The substantive financial guarantees in this Agreement contractually lapsed on March 31, 2008, resulting in the gain and the release of the escrow funds to us. This gain has been included in the “Other income” line in our Consolidated Statement of Operations.

NOTE 5 — CASH FLOW STATEMENT INFORMATION

In fiscal 2008, we recorded the following non-cash investing and financing transactions: $158,000 decrease in deferred tax assets, $1,550,000 increase in property, plant and equipment, $5,182,000 increase in other long-term liabilities, $5,538,000 decrease in retained earnings for the adoption of FIN 48 and $1,748,000 decrease related to the minimum liability of our employee benefit plans.

In fiscal 2007, we recorded the following non-cash investing and financing transactions: $5,661,000 increase in deferred tax assets, $4,410,000 decrease in other intangible assets, a $7,874,000 increase in other long-term liabilities, and a $1,624,000 increase in the minimum pension liability related to our pension plans. We also recorded a decrease to goodwill and accrued expenses of $1,052,000 related to the utilization of pre-acquisition deferred tax assets which were fully reserved.

In fiscal 2006, we recorded the following non-cash investing and financing transactions: exchange of $38,914,000 of existing 8.00% convertible subordinated notes for common stock; $2,599,000 decrease in deferred tax assets, $8,605,000 decrease in long-term liabilities, $787,000 decrease in pension intangible asset and $5,219,000 decrease in the minimum pension liability related to our pension plans.

Supplemental cash flow information consisted of the following:

	2008		2007		2006
	(in thousands)
Interest paid	$	8,141	$	7,952	$	13,078
Taxes paid, net of refunds		30,838		19,560		13,399

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NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill by operating segment are as follows:

	Process		Fluid
	Solutions		Management		Romaco
	Segment		Segment		Segment			Total
			(In thousands)
Balance as of September 1, 2006	$	145,075	$	106,287	$	10,965		$	262,327
Goodwill reduction from utilizing purchased tax loss carryforwards and deferred tax assets		0		0		(1,052	)		(1,052	)
Goodwill reduction due to business dispositions		0		0		(250	)		(250	)
Translation adjustments and other		8,114		1,281		730			10,105
Balance as of August 31, 2007		153,189		107,568		10,393			271,150
Goodwill reduction from utilizing purchased tax loss carryforwards and deferred tax assets		0		0		(474	)		(474	)
Goodwill addition due to business acquisition		2,680		0		0			2,680
Translation adjustments and other		2,001		1,135		2,414			5,550
Balance as of August 31, 2008	$	157,870	$	108,703	$	12,333		$	278,906

In fiscal 2008 and 2007, we were able to utilize certain net operating loss (NOL) carryforwards and deferred tax assets that existed at the purchase date of Romaco. No value was allocated to these items in the opening balance sheet of Romaco; therefore, the utilization of these items is recorded as a reduction to goodwill.

Information regarding our other intangible assets is as follows:

	2008						2007
	Carrying		Accumulated				Carrying		Accumulated
	Amount		Amortization		Net		Amount		Amortization		Net
					(In thousands)
Patents and trademarks	$	11,899	$	7,480	$	4,419	$	11,378	$	7,093	$	4,285
Non-compete agreements		9,099		7,338		1,761		8,879		7,009		1,870
Financing costs		9,679		9,006		673		9,559		8,571		988
Other		5,171		5,171		0		5,201		5,072		129
	$	35,848	$	28,995	$	6,853	$	35,017	$	27,745	$	7,272

We estimate that amortization expense will be approximately $1,300,000 for each of the next five years.

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NOTE 7 — LONG-TERM DEBT

	2008			2007
	(in thousands)
Senior debt:
Revolving credit loan	$	0		$	0
Senior notes		30,000			100,000
Other		3,627			3,075
Total debt		33,627			103,075
Less current portion		(3,192	)		(72,522	)
Long-term debt	$	30,435		$	30,553

Our Bank Credit Agreement (“Agreement”) provides that we may borrow on a revolving credit basis up to a maximum of $150,000,000 and includes a $100,000,000 expansion feature. All outstanding amounts under the Agreement are due and payable on December 19, 2011. Interest is variable based upon formulas tied to LIBOR or an alternative base rate defined in the Agreement, at our option, and is payable quarterly. Indebtedness under the Agreement and the Senior Notes, discussed below, is unsecured except for the pledge of the stock of our U.S. subsidiaries and two-thirds of the stock of certain non-U.S. subsidiaries. While no amounts are outstanding under the Agreement at August 31, 2008, we have $37,214,000 of standby letters of credit outstanding at August 31, 2008. These standby letters of credit are used as security for advance payments received from customers and future payments to our vendors. Accordingly, under the Agreement we have $112,786,000 of unused borrowing capacity.

We have $30,000,000 of Senior Notes (“Senior Notes”) outstanding with an interest rate of 6.84%, due May 1, 2010. On May 1, 2008, $70,000,000 of Senior Notes became due and were fully repaid. Also, at that time, our interest rate hedge contractually expired.

The Agreement and Senior Notes contain certain restrictive covenants including limitations on indebtedness, asset sales, sales and lease backs, and cash dividends and financial covenants relating to interest coverage, leverage and net worth. As of August 31, 2008, we are in compliance with these covenants.

Our other debt consisted primarily of unsecured non-U.S. bank lines of credit with interest rates approximating 11.00%.

Aggregate principal payments of long-term debt, for the five years subsequent to August 31, 2008, are as follows:

	(In thousands)
2009	$	3,192
2010		30,351
2011		84
2012		0
2013		0
2014 and thereafter		0
Total	$	33,627

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NOTE 8 — RETIREMENT BENEFITS

As discussed in Note 1, we adopted SFAS 158 on August 31, 2007 and the effect on individual line items of our Consolidated Balance Sheet as of August 31, 2007 was as follows:

	Prior to					After
	Adopting					Application of
	SFAS No. 158		Adjustments			SFAS No. 158
Other intangible assets	$	11,682	$	(4,410	)	$	7,272
Accrued expenses		108,731		(4,999	)		103,732
Long-term deferred tax liability		30,479		(5,661	)		24,818
Other long-term liabilities		62,514		16,505			79,019
Accumulated other comprehensive income		33,589		(10,255	)		23,334

We sponsor two defined contribution plans covering most U.S. salaried employees and certain U.S. hourly employees. Contributions are made to the plans based on a percentage of eligible amounts contributed by participating employees. We also sponsor several defined benefit plans covering certain employees. Benefits are based on years of service and employees’ compensation or stated amounts for each year of service. Our funding policy is consistent with the funding requirements of applicable regulations. At August 31, 2008 and 2007, pension assets included 160,000 and 200,000 shares respectively, of our common stock.

In addition to pension benefits, we provide health care and life insurance benefits for certain of our retired U.S. employees. Our policy is to fund the cost of these benefits as claims are paid.

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Retirement and other post-retirement plan costs are as follows:

	Pension Benefits
	2008			2007			2006
	(In thousands)
Service costs	$	1,753		$	2,017		$	2,855
Interest cost		9,200			8,812			8,246
Expected return on plan assets		(7,898	)		(7,218	)		(7,340	)
FAS 88 curtailment cost		0			0			(220	)
Amortization of prior service cost		758			695			798
Amortization of transition obligation		0			0			(198	)
Recognized net actuarial losses		214			1,578			2,100
Net periodic benefit cost	$	4,027		$	5,884		$	6,241
Defined contribution cost	$	3,056		$	2,777		$	1,982

	Other Benefits
	2008		2007		2006
	(In thousands)
Service cost	$	392	$	324	$	367
Interest cost		1,389		1,346		1,271
Net amortization		716		765		920
Net periodic benefit cost	$	2,497	$	2,435	$	2,558

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The benefit obligation, funded status and amounts recorded in the balance sheet at August 31, are as follows:

	Pension Benefits						Other Benefits
	2008			2007			2008			2007
				(In thousands)
Change in benefit obligation:
Beginning of year	$	157,086		$	163,953		$	22,479		$	23,244
Service cost		2,173			2,315			392			324
Interest cost		9,085			8,954			1,389			1,346
Plan amendments		1,376			0			0			0
Currency exchange rate impact		647			4,760			0			0
Actuarial gains		(9,856	)		(11,293	)		(673	)		(192	)
Benefit payments		(11,342	)		(11,603	)		(1,807	)		(2,243	)
End of year	$	149,169		$	157,086		$	21,780		$	22,479
Change in plan assets:
Beginning of year	$	107,160		$	95,909		$	0		$	0
Currency exchange rate impact		(2,689	)		1,523			0			0
Actual return		(1,527	)		14,299			0			0
Company contributions		7,263			7,032			1,807			2,243
Benefit payments		(11,342	)		(11,603	)		(1,807	)		(2,243	)
End of year	$	98,865		$	107,160		$	0		$	0
Funded status	$	(50,304	)	$	(49,926	)	$	(21,780	)	$	(22,479	)
Accrued benefit cost	$	(50,304	)	$	(49,926	)	$	(21,780	)	$	(22,479	)
Recorded as follows:
Accrued expenses	$	(3,030	)	$	(2,714	)	$	(2,014	)	$	(2,261	)
Other long-term liabilities		(47,274	)		(47,212	)		(19,766	)		(20,218	)
		(50,304	)		(49,926	)		(21,780	)		(22,479	)
Accumulated other comprehensive loss		17,463			17,947			6,785			8,174
	$	(32,841	)	$	(31,979	)	$	(14,995	)	$	(14,305	)
Deferred taxes on accumulated other comprehensive loss	$	(6,728	)	$	(6,325	)	$	(2,578	)	$	(3,106	)
Accumulated other comprehensive loss at August 31, 2008:
Net actuarial losses	$	14,362		$	15,352		$	5,537		$	6,715
Prior service cost		3,101			2,563			1,248			1,459
Deferred taxes		(6,728	)		(6,325	)		(2,578	)		(3,106	)
Net accumulated other comprehensive loss at August 31, 2008	$	10,735		$	11,590		$	4,207		$	5,068

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Pension plans with accumulated (“ABO”) and projected (“PBO”) benefit obligations in excess of plan assets:

	2008		2007
	(In thousands)
Accumulated benefit obligation	$	146,927	$	154,214
Projected benefit obligation		149,169		157,086
Plan assets		98,865		107,160

In 2008 and 2007, $41,118,000 and $42,065,000, respectively, of the unfunded ABO and $43,360,000 and $44,937,000, respectively, of the unfunded PBO related to our pension plan for a German operation. Funding of pension obligations is not required in Germany.

The weighted allocations of pension plan assets at August 31, 2008 and 2007 are shown in the following table.

	2008			2007
Equity securities		64	%		67	%
Debt securities		33			32
Cash and cash equivalents		3			1
		100	%		100	%

At August 31, 2008, our target allocation percentages for plan assets were approximately 65% equity securities and 35% debt securities. The targets may be adjusted periodically to reflect current market conditions and trends as well as inflation levels, interest rates and the trend thereof, and economic and monetary policy. The objective underlying this allocation is to achieve a long-term rate of return of 5.75% above inflation.

We will use a weighted average long-term rate of return of approximately 7.70% in fiscal 2009. Expected rates of return are developed based on the target allocation of debt and equity securities and on the historical returns on these types of investments judgmentally adjusted to reflect current expectations based on historical experience of the plan’s investment managers. In evaluating future returns on equity securities, the existing portfolio is stratified to separately consider large and small capitalization investments as well as international and other types of securities.

We expect to make future benefits payments from our benefit plans as follows:

	Pension Benefits		Other Benefits
	(In thousands)
2009	$	11,500	$	2,000
2010		11,200		2,100
2011		11,400		2,100
2012		11,200		2,100
2013		11,300		2,100
2014-2018		55,600		10,300

The Company anticipates contributing $3,000,000 to its pension benefit plans in fiscal 2009.

43

The actuarial weighted average assumptions used to determine plan liabilities at August 31, are as follows:

	Pension Benefits						Other Benefits
	2008			2007			2008			2007
Weighted average assumptions:
Discount rate		6.60	%		5.90	%		6.90	%		6.25	%
Expected return on plan assets		7.70			7.70			N/A			N/A
Rate of compensation increase		3.00			2.85			N/A			N/A
Health care cost increase		N/A			N/A			9.0 – 5.0	%		9.5 – 5.0	%
Health care cost grading period		N/A			N/A		8		years	9		years

The actuarial weighted average assumptions used to determine plan costs are as follows (measurement date September 1):

	Pension Benefits						Other Benefits
	2008			2007			2008			2007
Discount rate		5.90	%		5.75	%		6.25	%		6.00	%
Expected return on plan assets		7.70			7.70			N/A			N/A
Rate of compensation increase		2.85			2.85			N/A			N/A
Health care cost increase		N/A			N/A			9.5 – 5.0	%		10.0 – 5.0	%
Health care cost grading period		N/A			N/A		9		years	10		years

The assumed health care trend rate has a significant effect on the amounts reported for health care benefits. A one-percentage point change in assumed health care rate would have the following effects:

	Increase		Decrease
	(In thousands)
Service and interest cost	$	112	$	(27	)
Postretirement benefit obligation		650		(581	)

44

NOTE 9 — INCOME TAXES

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

	2008			2007
	(In thousands)
Deferred tax assets and liabilities
Assets:
Postretirement obligations	$	12,814		$	13,674
Net operating loss carryforwards		16,349			18,766
Tax credit carryforward		6,095			7,391
Other accruals		6,772			5,661
Inventory allowances		2,802			2,687
Warranty reserve		2,238			2,461
Customer advance payments and prepaid expenses		1,664			2,057
Research and development costs		1,966			2,308
Goodwill and purchase assets basis differences		1,632			2,921
Other items		2,510			3,423
		54,842			61,349
Less valuation allowances		14,720			19,140
		40,122			42,209
Liabilities:
Other accruals		2,469			2,013
Fixed asset basis differences		5,477			5,726
Goodwill and purchased asset basis differences		42,712			38,991
Other items		1,116			1,198
		51,774			47,928
Net deferred tax liability	$	(11,652	)	$	(5,719	)

The tax credit carryforwards, which primarily relate to foreign tax credits, begin to expire in fiscal 2012. The primary components of the net operating loss carryforwards exist in Germany ($12,497,000 for income tax and $7,452,000 for trade tax), Italy ($14,312,000) and the Netherlands ($14,774,000). There are no expiration dates on the net operating loss carryforwards in Germany and the Netherlands. The net operating loss carryforwards in Italy begin to expire in fiscal 2009.

45

Expense (in thousands)

	2008			2007		2006
Current:
U.S. federal	$	16,243		$	8,654	$	273
Non-U.S.		14,803			12,562		15,037
U.S. state		1,110			425		166
		32,156			21,641		15,476
Deferred:
U.S. federal		15,282			11,777		(3,018	)
Non-U.S.		(9,649	)		2,438		390
U.S. state		1,310			1,010		(259	)
		6,943			15,225		(2,887	)
	$	39,099		$	36,866	$	12,589
Tax expense included in minority interest	$	916		$	862	$	916
Non-U.S. pretax income (loss)	$	64,735		$	40,674	$	(6,284	)

A summary of the differences between tax expense at the statutory U.S. rate and recorded tax expense is reconciled as follows:

	2008			2007			2006
	(in thousands)
Tax expense (benefit) at U.S. statutory rate	$	45,022		$	31,164		$	(1,903	)
Impact of change in valuation allowances on non-U.S. losses		(4,914	)		163			1,201
Impact on U.S. taxes from repatriation of foreign earnings		789			1,477			(44	)
Extraterritorial income deduction/Section 199		(722	)		(402	)		(517	)
Impact from nondeductible goodwill write-off		0			0			15,421
Impact from other nondeductible expenses		786			306			834
Non-U.S. tax lower than U.S. tax rates		(2,374	)		(493	)		(2,550	)
Tax contingencies		450			1,160			0
Revaluation of deferred tax accounts		298			3,079			0
Other items — net		(236	)		412			147
Recorded tax expense	$	39,099		$	36,866		$	12,589

The impact of change in valuation allowances on non-US losses primarily relate to certain operating entities in Germany & Italy. No further valuation allowances exist for these entities.

In July 2006, the FASB issued Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes”, which is effective for fiscal years beginning after December 15, 2006. This interpretation prescribes a framework for recognizing and measuring income tax benefits for inclusion in the financial statements and also provides guidance on derecognition, classification, interest and penalties. FIN 48 provides that an income tax benefit is recognized in the financial statements when it is more likely than not that the benefit claimed or to be claimed on an income tax return will be sustained upon examination. The amount of income tax benefit recognized is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

The Company adopted the provisions of FIN 48 on September 1, 2007. The total amount of unrecognized tax benefits as of the date of adoption was $6,334,000, including interest and penalties, all of which would affect the effective tax rate if recognized in future periods. As a result of the implementation of FIN 48, the Company recognized a $5,538,000 increase in the liability for unrecognized tax benefits, including interest and penalties, accounted for as a decrease to retained earnings (cumulative effect) as of September 1, 2007. There have been no material changes in the balance of unrecognized tax benefits during fiscal 2008.

46

A reconciliation of the change in unrecognized tax benefits, excluding interest and penalties, from September 1, 2007 to August 31, 2008 is as follows:

	(in thousands)
Balance at September 1, 2007	$	4,897
Increases/(decreases) for prior year tax positions		113
Increases/(decreases) for current year tax positions		497
Increases/(decreases) related to settlements		0
Increases/(decreases) related to statute lapses		(372	)
Increases/(decreases) related to exchange rate changes		246
Balance at August 31, 2008	$	5,381

All of the balance of unrecognized tax benefits at August 31, 2008 of $5,381,000, would, if recognized, affect the effective tax rate.

To the extent penalties and interest would be assessed on any underpayment of income tax, such amounts have been accrued and classified as a component of income tax expense in the financial statements. This is an accounting policy election made by the Company that is a continuation of the Company’s historical policy and will continue to be consistently applied in the future. Accrued interest and penalties are included in the related tax liability in the consolidated balance sheet. As of September 1, 2007, the Company had total accrued interest and penalties of $1.4 million related to unrecognized tax benefits. The Company made payments of interest and penalties of $0.2 million and reduced its interest and penalty accrual by $0.3 million in fiscal 2008, and in total, as of August 31, 2008, has recognized a liability for interest and penalties of $0.9 million.

The Company does not anticipate a significant change in the balance of unrecognized tax benefits within the next 12 months.

The Company is subject to income tax in numerous jurisdictions where it operates including major operations in the United States, Canada, Germany, Italy, Switzerland, the United Kingdom and the Netherlands. The Company is open to examination in the United States from the tax year ended 2005. The Company’s non-U.S. locations are primarily open to examination from the tax year ended 2001 to present.

NOTE 10 — COMMON STOCK

We sponsor a long-term incentive stock plan to provide for the granting of stock-based compensation to directors, officers and other key employees. In addition, we sponsor stock option and stock compensation plans for non-employee directors. Under the plan, the stock option price per share cannot be less than the fair market value per share as of the date of grant. For officers and other key employees, outstanding grants become exercisable over a three-year period, while options for non-employee directors are immediately exercisable. Option awards generally have 10-year contractual terms. Proceeds from the sale of stock issued under option arrangements are credited to common stock.

47

Summaries of amounts issued under the stock option plans are presented in the following tables. All data has been restated in the following tables to give effect to our 2-for-1 stock split which was effective February 28, 2008. The 2-for-1 stock split was in the form of share distribution.

Stock option activity

				Weighted-
	Stock			Average Option
	Options			Price Per Share
Outstanding at September 1, 2005		2,068,002		$	12.22
Granted		160,000			11.13
Exercised		(414,138	)		11.24
Canceled		(383,996	)		12.83
Outstanding at August 31, 2006		1,429,868			12.22
Granted		83,800			16.37
Exercised		(687,336	)		13.19
Canceled		(88,532	)		12.61
Outstanding at August 31, 2007		737,800			11.84
Granted		111,822			12.70
Exercised		(388,198	)		11.26
Outstanding at August 31, 2008		461,424		$	16.52
Exercisable stock options at year-end
2006					1,183,964
2007					568,268
2008					252,805
Shares available for grant at year-end
2006					2,240,000
2007					1,912,730
2008					1,740,362

Components of outstanding stock options at August 31, 2008

				Weighted-
Range of				Average		Weighted-		Intrinsic
Exercise		Number		Contract Life		Average		Value
Price		Outstanding		in Years		Exercise Price		(In thousands)
$	7.69 – 11.00		180,330		6.29	$	10.63	$	6,172
	11.50 – 31.02		281,094		6.91		20.29		6,902
$	7.69 – 31.02		461,424		6.67	$	16.52	$	13,074
Components of exercisable stock options at August 31, 2008
				Weighted-
Range of				Average		Weighted-		Intrinsic
Exercise		Number		Contract Life		Average		Value
Price		Exercisable		in Years		Exercise Price		(In thousands)
$	7.69 – 11.00		142,000		6.05	$	10.60	$	4,864
	11.50 – 21.93		110,805		4.08		13.29		3,497
$	7.69 – 21.93		252,805		5.19	$	11.78	$	8,361

The total intrinsic value of options exercised during fiscal 2008, 2007 and 2006 was $12,649,000, $9,629,000 and $1,309,000, respectively.

48

Under our 2008 long-term incentive stock plan, selected participants received performance share awards. The performance shares earned range from 50% to 150% of the target award based on earnings per share and return on assets. The performance shares are earned at the end of one year, but are only issued as common shares to the participant if the participant continues in our employment for two more years. Under our previous long-term incentive stock plan, selected participants received awards which converted into a variable number of restricted shares based on absolute measures based on earnings per share and return on assets. The restricted shares earned ranged from 50% to 200% of the target award. Restricted shares earned were issued to the participants at the end of the three-year measurement period and were subject to forfeit if the participant left our employment within the following one to two years.

For the performance period ended August 31, 2008, $1,745,000 performance shares were earned ($864,000 and $1,207,000 in fiscal 2007 and fiscal 2006, respectively).

As of August 31, 2008 we had $4,325,000 of compensation expense not yet recognized related to nonvested stock awards. The weighted-average period that this compensation cost will be recognized is fifteen months.

Total after tax compensation expense included in net income for all stock based awards was $2,100,000, $1,797,000 and $1,096,000 for fiscal years 2008, 2007 and 2006, respectively.

NOTE 11 — NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net income (loss) per share: *

	2008		2007		2006
	(In thousands, except per share data)
Numerator:
Basic:
Net income (loss)	$	87,402	$	50,705	$	(19,587	)
Effect of dilutive securities:
Convertible debt interest		0		0		1,784
Income (loss) attributable to diluted shares	$	87,402	$	50,705	$	(17,803	)
Denominator:
Basic:
Weighted average shares		34,524		34,050		29,796
Effect of dilutive securities:
Convertible debt		0		0		3,302
Dilutive options and restricted shares		194		162		52
Diluted		34,718		34,212		33,150
Net income (loss) per share:
Basic	$	2.53	$	1.49	$	(0.66	)
Diluted	$	2.52	$	1.48	$	(0.66	)

* Adjusted for 2-for-1 stock split of our shares in fiscal 2008.

NOTE 12 — BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION

Fluid Management. Our Fluid Management business segment designs, manufactures and markets equipment and systems used in oil and gas exploration and recovery, specialty chemical, wastewater treatment and a variety of other industrial applications. Primary brands include Moyno®, Yale®, New Era®, Tarby® and Hercules®. Our products and systems include hydraulic drilling power sections; down-hole and industrial progressing cavity pumps and related products such as grinders for applications involving the flow of viscous, abrasive and solid-laden slurries and sludge; and a broad line of ancillary equipment, such as rod guides, rod and tubing rotators, wellhead systems, pipeline closure products and valves. These products and systems are used at the wellhead and in subsurface drilling and production.

49

Process Solutions. Our Process Solutions business segment designs, manufactures and services glass-lined reactors and storage vessels, standard and customized fluid-agitation equipment and systems and customized fluoropolymer-lined fittings, vessels and accessories, primarily for the pharmaceutical and fine chemical markets. Primary brands are Pfaudler®, Tycon-Technoglass®, Chemineer® and Edlon®.

Romaco. Romaco designs, manufacturers and markets packaging and secondary processing equipment for the pharmaceutical, healthcare, nutriceutical, food and cosmetics industries. Packaging applications include dosing, filling and sealing of vials, capsules, tubes, bottles and blisters, as well as customized packaging. Primary brands are Noack®, Siebler®, FrymaKoruma®, Macofar®. and Promatic®.

We evaluate performance and allocate resources based on Income before interest and income taxes (“EBIT”). Identifiable assets by business segment include all assets directly identified with those operations. Corporate assets consist mostly of cash and intangible assets. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies except that we account for U.S. inventory on a FIFO basis at the segment level compared to a LIFO basis at the consolidated level.

50

The following tables provide information about our reportable business segments.

	2008			2007			2006
	(In thousands)
Unaffiliated Customer Sales:
Fluid Management	$	322,868		$	292,283		$	245,180
Process Solutions		313,604			273,890			231,009
Romaco		150,696			129,220			149,200
Total	$	787,168		$	695,393		$	625,389
Intersegment Sales:
Fluid Management	$	0		$	0		$	0
Process Solutions		0			0			441
Romaco		0			0			0
Corporate and Eliminations		0			0			(441	)
Total	$	0		$	0		$	0
Depreciation and Amortization:
Fluid Management	$	6,993		$	7,376		$	7,491
Process Solutions		6,753			6,224			6,496
Romaco		1,869			2,090			2,991
Corporate and Eliminations		634			934			1,600
Total	$	16,249		$	16,624		$	18,578
EBIT:
Fluid Management	$	91,319		$	76,973		$	56,522
Process Solutions		37,570	(1)		31,941	(1)		8,867	(1)
Romaco		20,603	(2)		2,612	(2)		(38,189	)(2)
Corporate and Eliminations		(18,828	)		(17,244	)		(19,692	)
Total	$	130,664		$	94,282		$	7,508
Identifiable Assets:
Fluid Management	$	270,331		$	252,980		$	234,579
Process Solutions		373,545			359,453			328,495
Romaco		111,610			101,777			110,566
Corporate and Eliminations		109,231			101,933			38,407
Total	$	864,717		$	816,143		$	712,047
Capital Expenditures:
Fluid Management	$	13,204		$	8,373		$	7,882
Process Solutions		9,680			4,209			2,046
Romaco		1,505			960			3,436
Corporate and Eliminations		(2,275	)		2,994			296
Total	$	22,114		$	16,536		$	13,660

51

Information about our operations in different geographical regions is presented below. Our primary operations are in the U.S. and Europe. Sales are attributed to countries based on the location of the customer.

	2008		2007		2006
	(In thousands)
Sales
United States	$	304,100	$	280,645	$	253,818
Europe		215,133		185,168		176,695
Other North America		81,738		67,165		71,535
Asia		111,108		100,263		79,481
South America		36,207		40,541		33,225
Other		38,882		21,611		10,635
	$	787,168	$	695,393	$	625,389
Tangible Assets
United States	$	145,789	$	132,229	$	139,003
Europe		186,100		178,789		169,198
Other North America		27,915		32,889		26,068
South America		21,461		17,949		15,880
Asia and Australia		75,907		61,818		49,186
Corporate		121,786		114,047		38,878
	$	578,958	$	537,721	$	438,213

(1)

Includes cost of $2,541,000 in fiscal 2006, related to the restructuring of our Process Solutions segment. Fiscal 2008 includes gain of $835,000 related to the disposition of facilities, fiscal 2007 includes a gain of $5,036,000, and fiscal 2006 includes losses of $189,000 related to the disposition of facilities and product lines.

(2)

Includes costs of $1,818,000, and $4,755,000 in fiscal years 2007 and 2006, respectively, related to the restructuring of our Romaco segment. Fiscal years 2008 and 2007 include a gain of $6,796,000 and $243,000 respectively, on product line and facility dispositions, and fiscal 2006 includes a gain of $8,144,000 on the disposition of product lines. Fiscal 2006 also includes a $39,174,000 goodwill impairment charge.

52

NOTE 13 — QUARTERLY DATA (UNAUDITED)

Earnings per share for each quarter and the year are calculated individually and may not add to the total for the year.

	2008 Quarters
	1st		2nd		3rd		4th		Total
	(In thousands, except per share data)
Sales	$	173,536	$	184,932	$	200,946	$	227,754	$	787,168
Gross profit		62,862		66,235		76,824		84,341		290,262
EBIT		23,221		26,221		40,160		41,062		130,664
Income before income taxes and minority interest		22,494		25,442		39,903		40,794		128,633
Net income		13,938		16,337		26,495		30,632		87,402
Net income per share:
Basic	$	0.41	$	0.47	$	0.77	$	0.88	$	2.53
Diluted		0.40		0.47		0.76		0.88		2.52
Weighted average common shares:
Basic		34,370		34,488		34,548		34,685		34,524
Diluted		34,642		34,620		34,650		34,836		34,718

	2007 Quarters
	1st		2nd		3rd		4th		Total
	(In thousands, except per share data)
Sales	$	154,433	$	162,498	$	171,428	$	207,034	$	695,393
Gross profit		53,863		54,849		61,415		72,214		242,341
EBIT		19,163		15,794		23,000		36,325		94,282
Income before income taxes and minority interest		17,623		14,449		21,535		35,432		89,039
Net income		10,613		7,932		13,248		18,912		50,705
Net income per share:
Basic	$	0.32	$	0.23	$	0.39	$	0.55	$	1.49
Diluted		0.31		0.23		0.39		0.55		1.48
Weighted average common shares:
Basic		33,704		34,116		34,170		34,242		34,050
Diluted		34,062		34,332		34,410		34,384		34,212

On January 9, 2008, we declared a 2-for-1 stock split of our common shares effected in the form of a share distribution. The record date for this stock split was February 4, 2008, and the additional shares were issued on February 28, 2008. All net income per share information has been adjusted to reflect this stock split.

53

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), conducted an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (Disclosure Controls) as of August 31, 2008. Based upon this evaluation, our CEO and CFO have concluded that the design and operation of our disclosure controls and procedures were effective as of August 31, 2008.

Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (SEC) rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of Disclosure Controls includes an evaluation of some components of our internal control over financial reporting, and internal control over financial reporting is also separately evaluated on an annual basis for purposes of providing the management report which is set forth below.

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed our internal control over financial reporting as of August 31, 2008, the end of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of August 31, 2008. Our independent registered public accounting firm, Ernst & Young LLP, independently assessed the effectiveness of the Company’s internal control over financial reporting. Ernst & Young LLP has issued an attestation report, which is included at Part II, Item 8 of this Form 10-K.

54

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal quarter ended August 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

55

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE

Information Concerning Directors and Executive Officers

The information required by this item relating to directors and executive officers of the Company, the Company’s Audit Committee and Section 16(a) Compliance is incorporated herein by reference to that part of the information under “Election of Directors,” “Security Ownership” and “Section 16 Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement for its Annual Meeting of Shareholders scheduled to be held on January 7, 2009. Certain information concerning executive officers of the Company appears under “Executive Officers of the Registrant” at Part I of this Report.

Code of Ethics

The Company has a Code of Business Conduct (the “Code”) that applies to all employees, executive officers and directors of the Company. A copy of the Code is posted on the Company’s website. The Code also serves as a code of ethics for the Company’s chief executive officer, principal financial officer, principal accounting officer, controller, or any person performing similar functions (the “Senior Officers”). Any waiver of any provision of the Code granted to a Senior Officer may only be granted by the full Board of Directors or its Audit Committee. If a waiver is granted, information concerning the waiver will be posted on the Company’s website www.robn.com for a period of 12 months.

Audit Committee Financial Expert

The Company’s Board of Directors has determined that at least two persons serving on its audit committee are “audit committee financial experts” as defined under Item 407(d)(5) of Regulation S-K. Dale L. Medford and Andrew G. Lampereur, members of the audit committee, are audit committee financial experts and are independent as that term is used in Item 407(a) of Regulation S-K.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated herein by reference to the Proxy Statement for our Annual Meeting of Shareholders on January 7, 2009.

56

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding our equity compensation plans as of August 31, 2008:

					(c)
					Number of
					Common Shares
			(b)		Remaining
	(a)		Weighted-		Available for
	Number of Common		Average		Future Issuance
	Shares to		Exercise Price		Under Equity
	be issued Upon		of		Compensation
	Exercise of		Outstanding		Plans (excluding
	Outstanding		Options,		securities
	Options,		Warrants, and		reflected in
Plan Category	Warrants, and Rights		Rights		column (a))
Equity compensation plans approved by shareholders(1,2)		461,424	$	16.52		1,740,362
Equity compensation plans not approved by shareholders		0		0		0
Total		461,424	$	16.52		1,740,362

(1)	Includes outstanding options under (i) our 1994 Long-Term Incentive Stock Plan, 1995 Stock Option Plan for Non-Employee Directors, and 1999 Long-Term Incentive Plan, all of which have terminated as to future awards, and (ii) our 2004 Stock Incentive Plan.
(2)	All shares listed in Column (c) are available for future awards under our 2004 Stock Incentive Plan. Awards may be comprised of options, restricted shares, performance shares, share awards or share unit awards upon such terms as the Compensation Committee of the Board determines at the time of grant that are consistent with the express terms of the plan.

The other information required by this Item 12 is incorporated herein by reference to the Proxy Statement for our Annual Meeting of Shareholders on January 7, 2009.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is incorporated herein by reference to the Proxy Statement for our Annual Meeting of Shareholders on January 7, 2009.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is incorporated herein by reference to the Proxy Statement for our Annual Meeting of Shareholders on January 7, 2009.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1)	FINANCIAL STATEMENTS
	The following consolidated financial statements of Robbins & Myers, Inc. and its subsidiaries are at Item 8 hereof.
	Consolidated Balance Sheet — August 31, 2008 and 2007.
	Consolidated Statement of Operations — Years ended August 31, 2008, 2007 and 2006.
	Consolidated Shareholders’ Equity Statement — Years ended August 31, 2008, 2007 and 2006.
	Consolidated Cash Flow Statement — Years ended August 31, 2008, 2007 and 2006.
	Notes to Consolidated Financial Statements.
(a) (2)	FINANCIAL STATEMENT SCHEDULE
	Schedule II       -       Valuation and Qualifying Accounts

All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto.

(a) (3) EXHIBITS. See INDEX to EXHIBITS.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Robbins & Myers, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 28th day of October, 2008.

ROBBINS & MYERS, INC.
BY	/s/ Peter C. Wallace
	Peter C. Wallace
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Robbins & Myers, Inc. and in the capacities and on the date indicated:

NAME	TITLE	DATE
/s/ Peter C. Wallace Peter C. Wallace	Director, President and Chief Executive Officer	October 28, 2008
/s/ Christopher M. Hix Christopher M. Hix	Vice President and Chief Financial Officer (Principal Financial Officer)	October 28, 2008
/s/ Kevin J. Brown Kevin J. Brown	Corporate Controller (Principal Accounting Officer)	October 28, 2008
*Thomas P. Loftis	Chairman Of Board	October 28, 2008
*Daniel W. Duval	Director	October 28, 2008
*David T. Gibbons	Director	October 28, 2008
*Stephen F. Kirk	Director	October 28, 2008
*Andrew G. Lampereur	Director	October 28, 2008
*Dale L. Medford	Director	October 28, 2008

* The undersigned, by signing his name hereto, executes this Report on Form 10-K for the year ended August 31, 2008 pursuant to powers of attorney executed by the above-named persons and filed with the Securities and Exchange Commission.

/s/ Peter C. Wallace  

Peter C. Wallace 

Their Attorney-in-fact 

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SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

			Additions
	Balance at		Charged to
	Beginning of		Costs and		Other -			Deductions-			Balance at
Description	Period		Expenses		Describe (8)			Describe			End of Period
	(in thousands)
Year Ended August 31, 2008
Allowances and reserves deducted from assets:
Uncollectible and reserves deducted from assets	$	6,189	$	1,790	$	333	(1)	$	617	(2)	$	7,695
Inventory obsolescence		14,137		1,791		430			1,049	(3)		15,309
Deferred tax asset valuation allowance		19,140		969		469			5,858	(4)		14,720
Other reserves:
Warranty claims		7,922		1,851		53			1,973	(5)		7,853
Current & L-T insurance reserves		1,663		801		0			1,153	(6)		1,311
Restructuring reserves		258		0		0			258	(7)		0
Year Ended August 31, 2007
Allowances and reserves deducted from assets:
Uncollectible and reserves deducted from assets	$	6,860	$	2,455	$	279		$	3,405	(2)	$	6,189
Inventory obsolescence		17,583		2,156		566			6,168	(3)		14,137
Deferred tax asset valuation allowance		23,151		1,421		1,238			6,670	(4)		19,140
Other reserves:
Warranty claims		7,605		2,188		128			1,999	(5)		7,922
Current & L-T insurance reserves		1,741		871		0			949	(6)		1,663
Restructuring reserves		1,755		0		94			1,591	(7)		258
Year Ended August 31, 2006
Allowances and reserves deducted from assets:
Uncollectible and reserves deducted from assets	$	4,632	$	2,828	$	143		$	743	(2)	$	6,860
Inventory obsolescence		21,351		2,347		657			6,772	(3)		17,583
Deferred tax asset valuation allowance		23,296		1,201		950			2,296	(4)		23,151
Other reserves:
Warranty claims		9,176		3,134		71			4,776	(5)		7,605
Current & L-T insurance reserves		2,098		1,294		0			1,651	(6)		1,741
Restructuring reserves		1,074		5,738		38			5,095	(7)		1,755

Note (1) Includes impact from acquisition of Mavag in fiscal 2008 of $250,000.

Note (2) Represents accounts receivable written off against the reserve, and impact from dispositions of $981,000 and $200,000 in fiscal 2007 and 2006, respectively.

Note (3) Inventory items scrapped and written off against the reserve, and impact from dispositions of $2,484,000 and $2,800,000 in fiscal 2007 and 2006, respectively.

Note (4) Impact of valuation allowance release and changes in tax rates.

Note (5) Warranty cost incurred applied against the reserve, and impact from dispositions of $91,000 and $970,000 in fiscal 2007 and 2006, respectively.

Note (6) Spending against casualty reserve.

Note (7) Spending against restructure reserve.

Note (8) Includes impact of exchange rates, and for fiscal 2008, allowance for doubtful accounts of acquired business.

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       INDEX TO EXHIBITS

(3)	ARTICLES OF INCORPORATION AND BY-LAWS:
		3.1	Amended Articles of Incorporation of Robbins & Myers, Inc was filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q for the Quarter ended February 29, 2008	*
		3.2	Code of Regulations of Robbins & Myers, Inc. was filed as Exhibit 3.2 to our Quarterly Report on Form 10-Q for the Quarter ended February 28, 2007	*
(4)	INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES:
		4.1	Fifth Amended and Restated Credit Agreement dated December 19, 2006 among Robbins & Myers, Inc., Robbins & Myers Finance Europe B.V., the Lenders named in the amended agreement and JP Morgan Chase Bank, N.A. as Administrative Agent and Issuing Bank was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on December 22, 2006	*
		4.2	Amended and Restated Pledge and Security Agreement between Robbins & Myers, Inc. and Bank One, Dayton, N.A., dated May 15, 1998, was filed as Exhibit 4.2 to our Report on Form 10-K for the year ended August 31, 2003	*
		4.3	Form of $100 million senior note agreement dated May 1, 1998 was filed as Exhibit 4.1 to our Report on Form 10-Q for the quarter ended May 31, 1998	*
		4.4	Registration Agreement, dated August 7, 2008, between Robbins & Myers, Inc. and M.H.M & Co., Ltd. was filed as Exhibit 4.3 to our Registration Statement on Form S-3ASR (File No. 333-152874)	*

(10)	MATERIAL CONTRACTS:
		10.1	Robbins & Myers, Inc. Cash Balance Pension Plan (As Amended and Restated Effective as of October 1, 1999) was filed as Exhibit 10.1 to our Annual Report on Form 10-K for the year ended August 31, 2001	*/M
		10.2	Third Amendment to the Robbins & Myers, Inc. Cash Balance Pension Plan, dated October 31, 2005 was filed as an Exhibit to our Current Report on Form 8-K filed on November 4, 2005	*/M
		10.3	Robbins & Myers, Inc. Employee Savings Plan as amended through August 31, 2000 was filed as Exhibit 10.4 to our Annual Report on Form 10-K for the year ended August 31, 2000	*/M
		10.4	Robbins & Myers, Inc. Executive Supplemental Retirement Plan as amended through October 5, 2007 was filed as Exhibit 10.4 to our Annual Report on Form 10-K for the year ended August 31, 2007	*/M
		10.5	Robbins & Myers, Inc. Executive Supplemental Pension Plan as amended through October 5, 2007 was filed as Exhibit 10.5 to our Annual Report on Form 10-K for the year ended August 31, 2007	*/M

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  10.6 Form of Indemnification Agreement between Robbins & Myers, Inc., and each director was filed as Exhibit 10.5 to our Annual Report on Form 10-K for the year ended August 31, 2001 */M

10.7	Robbins & Myers, Inc. 1994 Directors Stock Compensation Plan was filed as Exhibit 10.6 to our Annual Report on Form 10-K for the year ended August 31, 2001	*/M
10.8	Robbins & Myers, Inc. 1994 Long-Term Incentive Stock Plan as amended was filed as Exhibit 10.10 to our Report on Form 10-K for the year ended August 31, 1996	*/M
10.9	Robbins & Myers, Inc. 1995 Stock Option Plan for Non-Employee Directors was filed as Exhibit 4.1 to our Registration Statement on Form S-8 (File No. 333-00293)	*/M
10.10	Robbins & Myers, Inc. Senior Executive Annual Cash Bonus Plan as amended through January 9, 2008 was filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the Quarter ended February 29, 2008	*/M
10.11	Robbins & Myers, Inc. 1999 Long-Term Incentive Stock Plan was filed as Exhibit 4.3 to our Registration Statement on Form S-8 (File No. 333-35856)	*/M
10.12	Robbins & Myers, Inc. 2004 Stock Incentive Plan as amended through October 4, 2007 was filed as Exhibit 10.12 to our Annual Report on Form 10-K for the year ended August 31, 2007	*/M

10.13	Letter Agreement between Robbins & Myers, Inc. and Christopher M. Hix, dated July 17, 2006 was filed as an Exhibit to our Current Report on Form 8-K filed on July 17, 2006	*/M
10.14	Employment Agreement between Robbins & Myers, Inc. and Peter C. Wallace as amended through October 9, 2008	F/M
10.15	Form of Executive Officer Change of Control Agreement as amended through October 5, 2007 entered into with each of Gary S. Brewer, Kevin J. Brown, Jeffrey L. Halsey, Christopher M Hix, and Saeid Rahimian was filed as Exhibit 10.15 to our Annual Report on Form 10-K for the year ended August 31, 2007	*/M
10.16	2006 Executive Supplemental Retirement Plan, effective August 31, 2006, and as amended through October 5, 2007 was filed as Exhibit 10.16 to our Annual Report on Form 10-K for the year ended August 31, 2007	*/M
10.17	Asset and Share Purchase Agreement, dated February 28, 2006, among Robbins & Myers, Inc., Romaco International B.V., and Romaco Pharmatechnik GmbH and Coesia, S.p.A. was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 3, 2006	*
10.18	Form of Option Award Agreement under Robbins & Myers, Inc. 2004 Stock Incentive Plan approved by the Compensation Committee of Board of Directors of Robbins & Myers, Inc. on October 5, 2007 was filed as Exhibit 10.18 to our Annual Report on Form 10-K for the year ended August 31, 2007	*/M
10.19	Form of Award Agreement for Restricted Share Award under Robbins & Myers, Inc. 2004 Stock Incentive Plan approved by the Compensation Committee of Board of Directors of Robbins & Myers, Inc. on October 5, 2007 was filed as Exhibit 10.19 to our Annual Report on Form 10-K for the year ended August 31, 2007	*/M

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10.20 Form of Award Agreement for Performance Share Award under Robbins & Myers, Inc. 2004 Stock Incentive Plan approved by the Compensation Committee of Board of Directors of Robbins & Myers, Inc. on October 5, 2007 was filed as Exhibit 10.20 to our Annual Report on Form 10-K for the year ended August 31, 2007 */M

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(14)	CODE OF CONDUCT
		14.1	Robbins & Myers, Inc. Code of Business Conduct was filed as Exhibit 14.1 to our Report on Form 10-K for the year ended August 31, 2006	*
(21)	SUBSIDIARIES OF THE REGISTRANT
		21.1	Subsidiaries of Robbins & Myers, Inc.	F
(23)	CONSENTS OF EXPERTS AND COUNSEL
		23.1	Consent of Ernst & Young LLP	F
(24)	POWER OF ATTORNEY
		24.1	Powers of Attorney of any person who signed this Report on Form 10-K on behalf of another pursuant to a Power of attorney	F
(31)	RULE 13A—14(A) CERTIFICATIONS
		31.1	Rule 13a-14(a) CEO Certification	F
		31.2	Rule 13a-14(a) CFO Certification	F
(32)	SECTION 1350 CERTIFICATIONS
		32.1	Section 1350 CEO Certification	F
		32.2	Section 1350 CFO Certification	F

“F”	Indicates Exhibit is being filed with this Report.
"*”	Indicates that Exhibit is incorporated by reference in this Report from a previous filing with the Commission. Unless otherwise indicated, all incorporated items are incorporated from SEC File No. 000-288.
“R”	Instrument with respect to indebtedness that does not exceed 10% of the Company’s total assets which is not being filed, but will be furnished to the Commission upon its request.
“M”	Indicates management contract or compensatory arrangement.

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EX-10.14

EXHIBIT 10.14

EMPLOYMENT AGREEMENT AS AMENDED

          This EMPLOYMENT AGREEMENT AS AMENDED (“Agreement”) is entered into this 9th day of October 2008 between ROBBINS & MYERS, INC., an Ohio corporation (the “Company”), and PETER C. WALLACE (“Executive”) under the following circumstances:

     A. Executive and the Company entered into an Employment Agreement on June 28, 2006 (the “Employment Agreement”) that superseded the letter agreement between the Company and Executive dated May 18, 2004 (the “Letter Agreement”);

     B. The Executive and the Company amended and restated the Employment Agreement on November 9, 2007 to conform the Employment Agreement to the requirements of Section 409A of the Internal Revenue Code; and Executive and the Company now desire to execute this Agreement that restates the terms of the Employment Agreement as amended on November 9, 2007 to include an amendment to such agreement adopted by the Board of Directors of the Company (the “Board”) on October 9, 2008 relating to the calculation and payment of Executive’s annual cash bonus in certain situations; and

     C. The Board of Directors continues to believe it is in the best interests of the Company to further secure the services of Executive by entering into this Agreement with Executive, and Executive desires to continue in the employment of the Company upon the terms and conditions set forth herein;

          NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, THE COMPANY AND EXECUTIVE AGREE AS FOLLOWS:

          Section 1. Employment. The Company hereby agrees to continue to employ Executive, and Executive hereby agrees to continue in the employment of the Company, during the Term of Employment, which commenced on July 1, 2006, upon the terms and conditions set forth herein, subject to earlier termination in accordance with Section 5. The existing Letter Agreement terminated on June 30, 2006.

          Section 2. Term of Employment. The “Term of Employment” of Executive by the Company under this Agreement is the period commencing on the July 1, 2006 (the “Effective Date”) and ending on the earlier to occur of (i) July 1, 2008 or (ii) the first day of the month next following Executive’s attainment of age 65 (“Normal Retirement Date”); provided, however, that commencing on July 1, 2007, and on each annual anniversary of such date (such date and each annual anniversary thereof is hereinafter referred to as the “Renewal Date”), the Term of Employment shall be automatically extended an additional year so as to terminate on the earlier of (i) two (2) years from such Renewal Date or (ii) the first day of the month next following

Executive’s Normal Retirement Date, unless, at least 60 days prior to the Renewal Date, the Company or Executive shall give notice that the Term of Employment shall not be so extended in which event this Agreement shall continue for the remainder of its then current term and terminate as provided herein.

          Section 3. Position and Duties.

          (a) Position. During the Term of Employment, the Company shall employ Executive as, and Executive shall serve as, the President and Chief Executive Officer of the Company, subject to the supervising powers of the Board of Directors of the Company (the “Board”).

          (b) Powers and Duties. Executive shall have those powers and duties consistent with the position of President and Chief Executive Officer in a company the size and nature of the Company, which powers shall in all cases include, without limitation, the power of supervision and control over, and responsibility for, the general management and operations of the Company (including the hiring and firing of employees and the appointment and termination of senior officers other than executive officers), development and implementation of a comprehensive strategic business plan, supervision of the day-to-day executive management process, and acting as spokesperson for the Company. All executive officers and other officers with direct operational responsibilities shall report directly to Executive unless Executive in his sole discretion delegates such reporting responsibilities, in whole or in part, to another executive. Executive agrees to devote substantially all his working time and attention to the business of the Company. Executive shall not, without the prior consent of the Board, be directly or indirectly engaged in any other trade, business or occupation for compensation requiring his personal services during the Term of Employment. Nothing in this Agreement shall preclude Executive from (i) engaging in charitable and community activities or from managing his personal investments or (ii) serving as a member of the board of directors of an unaffiliated company not in competition with the Company, subject, however, with respect to each such board membership, to approval by the Company’s Board (not to be unreasonably withheld). During the Term of Employment, Executive shall be nominated for re-election as a member of the Board of Directors.

          Section 4. Compensation and Related Matters.

          (a) Base Salary. During the Term of Employment commencing with June 1, 2006, Executive shall be compensated at an annual base salary of no less than $525,000 (the base salary, at the rate in effect from time to time, is hereinafter referred to as the “Base Salary” and the Base Salary has been increased to $700,000 as of the date of this Agreement). The Board, or a committee thereof, shall review and may, if appropriate, at its discretion, increase (but not decrease without Executive’s written consent, except that no such consent shall be required in the case of a general salary reduction that would affect at least three of the persons who were named executive officers in the Company’s proxy statement for its most recent annual meeting of shareholders) the annual Base Salary during the Term of Employment. Base Salary shall be reviewed annually and be adjusted to reflect (among other factors) Executive’s performance in regard to the corporate goals and objectives established for Executive by the Board or a committee thereof. The Base Salary shall be payable in equal semi-monthy installments.

2

          (b) Annual Bonus. In addition to the Base Salary provided for in Section 4(a), the Company shall provide annual cash bonus awards to Executive under its Senior Executive Annual Cash Bonus Plan or substantially equivalent successor plan (the “Annual Bonus Plan”) in accordance with such plan and any financial performance targets thereunder (the “Annual Bonus”) each fiscal year of the Company during the Term of Employment. For the Company’s fiscal year ending August 31, 2006, Executive’s target incentive opportunity under the Annual Bonus Plan has been fixed at 60% of Base Salary (the target bonus as a percentage of Base Salary, as in effect from time to time, is hereinafter referred to as the “Target Bonus Percentage” and the Target Bonus Percentage has been increased to 80% as of the date of this Agreement). The Target Bonus Percentage shall be reviewed annually for increase (but not decrease without Executive’s consent) by the Board or a committee thereof.

          (c) Additional Compensation. Executive may be awarded additional compensation, including equity-based incentive awards, such as, stock options, performance shares and restricted shares, pursuant to the Company’s 2004 Stock Incentive Plan As Amended or any future incentive compensation or long-term compensation program established for the senior executive officers of the Company (collectively the “Incentive Compensation Programs”), in an appropriate manner for the position occupied by Executive and consistent with his performance as evaluated by the Board. Except as otherwise provided herein, compensation granted under such plans will be subject to the actual provisions and conditions applicable to such plans.

          (d) Expenses. During the Term of Employment, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in performing services hereunder, including all expenses of travel and living while away from home on business or at the request of and in the service of the Company, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company.

          (e) Other Benefits. The Company shall maintain in full force and effect, and Executive shall be entitled to continue to participate in, all of the Company’s employee benefit plans and arrangements in effect on the Effective Date hereof in which Executive participates or plans or arrangements providing Executive with at least equivalent benefits thereunder (the “Benefit Plans”). Such plans and arrangements shall, among other things, provide to Executive personal leave days, sick days and vacation time, short-term and long-term disability coverage, tax counseling, and family medical coverage. Executive shall be entitled to participate in, or receive benefits under, any employee benefit plan or arrangement made available by the Company in the future to its senior executives, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Nothing paid to Executive under any Benefit Plan shall be deemed to be in lieu of the Base Salary and Annual Bonus payable to Executive pursuant to Sections 4(a) and (b). Any payments or benefits payable to Executive hereunder in respect of any fiscal year during which Executive is employed by the Company for less than the entire year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such fiscal year during which he is so employed.

          (f) Non-Exclusivity. Nothing in this Agreement shall prevent Executive from being entitled to receive any additional compensation or benefits as approved by the Company’s

3

Board; provided, however, that in no event shall the Company make any loans to Executive that are in violation of the Sarbanes-Oxley Act of 2002, as such act may be amended or supplemented from time to time, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

          Section 5. Termination.

          (a) Termination of Employment Other Than by Executive. Executive’s employment hereunder may be terminated without any breach of this Agreement only under the following circumstances:

     (1) Death. Executive’s employment hereunder shall terminate upon his death.

     (2) Disability. If the Company determines in good faith that the Disability of Executive has occurred (pursuant to the definition of “Disability” set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after the date of such notice, provided that, within such 30-day period, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” means disability (either physical or mental) which, at least one hundred eighty (180) days after its commencement, is determined by a physician selected by the Company or its insurers and acceptable to Executive or Executive’s legal representative to be total and permanent (such agreement as to acceptability not to be withheld unreasonably).

     (3) Cause. The Company has the right to terminate Executive’s employment for Cause, and such termination shall not be a breach of this Agreement by the Company. “Cause” means termination of employment for one of the following reasons: (i) the willful and continued failure of Executive to perform substantially Executive’s duties with the Company or one of its Subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has failed to substantially perform his duties and such failure is not cured within thirty (30) days of such written notice; (ii) an act or acts of dishonesty taken by Executive and intended to result in substantial personal enrichment of Executive at the expense of the Company; (iii) the willful engaging by Executive in illegal conduct or gross misconduct; or (iv) a clearly established violation by Executive of the Company’s Code of Conduct that is materially and demonstrably injurious to the Company. Further, for purposes of this Section 5(a), no act, or failure to act, on Executive’s part shall be deemed “willful^” if done, or omitted to be done, by Executive in good faith and with a reasonable belief that his action or omission was in the best interest of the Company.

4

          (b) Termination of Employment by Executive for Good Reason. Executive may terminate his employment hereunder for Good Reason, provided that Executive shall have delivered a Notice of Termination within ninety (90) days after the occurrence of the event of Good Reason giving rise to such termination. For purposes of this Agreement, “Good Reason” shall not mean a termination resulting from non-renewal of this Agreement or the occurrence of any of the events listed in the following subsections of this Section 5(b) if they occurred in connection with the termination of Executive’s employment because of Disability or for Cause. “Good Reason” shall mean the occurrence of one or more of the following circumstances, without Executive’s express written consent, that are not remedied by the Company within thirty (30) days of receipt of Executive’s Notice of Termination except that no 30-day period shall apply if the reason for termination is a Change of Control as provided in Section 5(b)(5):

     (1) The assignment to Executive of any duties materially inconsistent with his position, duties, responsibilities, and status with the Company, or any material limitation of the powers of Executive not consistent with the powers of Executive contemplated by Section 3 hereof.

     (2) The removal of Executive from, or any failure to appoint or elect, or re-elect, Executive to the position of President and Chief Executive Officer of the Company.

     (3) The reduction in Executive’s Base Salary, except as permitted under Section 4(a), or Target Bonus Percentage without his written consent.

     (4) The failure of the Company to obtain the assumption of this Agreement by any successor as provided in Section 12.

     (5) The occurrence of a Change of Control of the Company and Executive gives Notice of Termination within 30 days following the first annual anniversary date of the occurrence of the Change of Control and the Date of Termination occurs within such 30-day period.

     (6) The failure of the Company to continue in effect any material Benefit Plan that was in effect on the Effective Date or provide Executive with substantially equivalent benefits other than a reduction in benefits that occurs as part of a reduction in benefit plans or programs affecting similarly situated employees of the Company.

     (7) The continued material breach for a period of 30 days by the Company of any provision of this Agreement after a demand for performance is delivered by Executive to the Company which specifically identifies the manner in which Executive believes the Company has materially breached this Agreement.

          (c) Notice of Termination. Any termination of Executive’s employment by the Company or by Executive shall be communicated by written Notice of Termination to the other party. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall

5

set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provisions so indicated. In the case of any Notice of Termination given by the Company to Executive, it shall be accompanied by a resolution of the Board, certified by the Secretary of the Company, stating that a resolution approving the giving of the Notice of Termination to Executive was adopted by the affirmative vote of a majority of the members of the Board.

          (d) Date of Termination. “Date of Termination” means the date Notice of Termination is given by either the Company or Executive as the case may be or any later date specified therein; provided, however, if Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of Executive or the effective date of Disability, as the case may be, and if in the case of a termination for Good Reason, the Date of Termination shall be the date specified in the Notice of Termination, which date shall not be less than thirty (30) days (other than in connection with a termination pursuant to Section 5(b)(5)) or more than forty 40 days after the Notice of Termination is given.

          (e) Effect of Termination. Except as provided in the immediately following sentence, this Agreement shall terminate and be of no further force or effect after the Date of Termination associated with the earliest to occur of the following: (i) Executive’s death; (ii) Executive’s Disability; (iii) the Company’s dismissal of Executive for Cause; or (iv) voluntary termination of employment with Good Reason. The obligations of Executive set forth in Sections 7 through 10 and the obligations of the Company set forth in Section 6 shall survive any termination of this Agreement.

          (f) Resignation of Offices. Upon the Date of Termination for any reason (other than an expiration of the Term of Employment), Executive shall be deemed to have resigned as a director and/or officer of the Company and any similar positions he held with any Subsidiary of the Company.

          Section 6. Compensation Upon Termination.

          (a) Termination for Cause, Disability or Death or by Executive Other than for Good Reason. If Executive’s employment is terminated for Cause, Disability, death or by Executive other than for Good Reason, regardless of whether before or after a Change of Control:

     (1) The Company shall pay Executive (i) his Base Salary through the Date of Termination, (ii) any earned but unpaid bonus for any prior fiscal year of the Company, (iii) Executive’s Prorated Target Bonus as defined at Section 21, and (iv) all other unpaid amounts, if any, to which Executive is entitled as of the Date of Termination under any compensation plan or program of the Company at the time such payments are due; provided, however, if the termination is for Cause or by Executive other than for Good Reason, then Executive shall not be entitled to, or paid, the items listed in clauses (ii) and (iii) of this Section 6(a)(1);

     (2) The Company shall reimburse Executive pursuant to the Company’s policy for reasonable business expenses incurred, but not paid, prior to

6

termination of employment, unless such termination resulted from a misappropriation of Company funds; and

     (3) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive following termination to which he is otherwise entitled in accordance with the terms and provisions of any plans or programs of the Company.

     (4) The Company shall pay Executive amounts described in Section 6(a) as follows: (a) all amounts paid pursuant to a separate plan, program, agreement or arrangement shall be paid as provided therein; (b) all reimbursements that fit within the exception to Code Section 409A provided in Section 1.409A-1(b)(9)(v) of the Treasury Regulations (reimbursements that Executive could otherwise deduct under Code Section 162 or Code Section 167 as business expenses incurred in connection with the performance of services, ignoring any applicable limits based on AGI) shall be paid no later than the twentieth day following the Date of Termination; provided, however, if any reimbursements do not fall within that exception, such reimbursements shall be made on the first day of the seventh calendar month following the calendar month in which the Date of Termination occurred; (c) all other amounts shall be paid in accordance with the Company’s normal payroll practices in effect on January 1, 2008.

          (b) Termination By the Company Other Than for Cause or on Account of Disability or Death; Termination By Executive For Good Reason. Executive’s employment may be terminated without Cause by the Company or by Executive for Good Reason provided in such event:

     (1) The Company shall pay Executive (i) his Base Salary through the Date of Termination, (ii) any earned but unpaid bonus for any prior fiscal year of the Company; (iii) Executive’s Prorated Performance Bonus as defined at Section 21, and (iv) all other unpaid amounts, if any, to which Executive is entitled as of the Date of Termination.

     (2) The Company shall pay Executive a single lump sum payment equal to the product of (i) 1/12 of the sum of Executive’s Base Salary and Target Bonus (as defined in Section 21), and (ii) the greater of (a) the number of months remaining in the Term of Employment, and (b) twelve months. If, however, Executive terminates his employment pursuant to Section 5(b)(5) hereof or if, within two (2) years following a Change of Control (as defined herein), Executive’s employment is terminated without Cause by the Company or if Executive terminates his employment for Good Reason, then, in lieu of the payments provided for in the first sentence of this Section 6(b)(2), the Company shall pay to Executive a single lump sum payment equal to the product of (i) the sum of (a) Executive’s Base Salary, and (b) the average annual bonus paid to Executive by the Company with respect to the three fiscal years that immediately precede the fiscal year in which the Date of Termination occurs (or such lesser number of years that Executive was employed by the Company), and (ii) the

7

number three (3.0), except that the number two (2.0) shall be substituted for the number three (3.0) if termination was by Executive pursuant to Section 5(b)(5);

     (3) The Company shall maintain in full force and effect, for the continued benefit of Executive (and his spouse and/or his dependent, as applicable) for a period of twenty-four (24) months following the Date of Termination the medical, hospitalization, and dental programs in which Executive (and his spouse and/or his dependents, as applicable) participated immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, if Executive (or his spouse) is eligible for Medicare or a similar type of governmental medical benefit, such governmental benefit shall be the primary provider before Company medical benefits are provided. If Executive (or his Spouse and/or his dependents) is prohibited from continued participation in Company programs providing such benefits due to plan limitations or governmental laws or regulations, the Company shall arrange to provide Executive (and his spouse and/or his dependents, as applicable) with benefits which are the economic equivalent of such benefits they otherwise would have been entitled to receive under such plans and programs (“Continued Benefits”). If Executive becomes re-employed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer-provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such plan during the applicable period.

          In no event may reimbursements or benefits provided pursuant to this subsection in one tax year affect the expenses eligible for reimbursement or benefits provided in any other tax year. All reimbursements or in-kind benefits provided pursuant to this subsection, if any, must be made by the end of Executive’s tax year following the tax year in which the expenses were incurred. None of the rights provided within this subsection may be liquidated or exchanged for any other benefits;

     (4) The Company shall reimburse Executive pursuant to the Company’s policy for reasonable business expenses incurred, but not paid, prior to the Date of Termination;

     (5) All options, shares of restricted stock, performance shares and any other equity based awards shall be and become fully vested as of the Date of Termination and, notwithstanding any provision to the contrary in the applicable Award Agreement, any such options may be exercised and shall not expire until the earlier of (i) the expiration of the option term as set forth in the Award Agreement or (ii) the first annual anniversary of the Date of Termination provided that this Section 6(b)(5) will not extend the term of an option beyond a date that would result in the application of Section 409A of the Code;

     (6) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive following termination to which he is

8

otherwise entitled in accordance with the terms and provisions of any plans or programs of the Company;

     (7) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6(b) by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 6(b) be reduced by any compensation earned by Executive after the Date of Termination as the result of employment by another employer or otherwise; and

     (8) Notwithstanding anything to the contrary contained in this Agreement, upon payment to Executive of the amounts provided for in this Section 6(b) and Section 19, if any, the Company shall have no further payment obligations to Executive in the event Executive terminates his employment for Good Reason or the Company terminates Executive’s employment without Cause; and

     (9) The Company shall pay Executive amounts described in Section 6(b) as follows: (a) all amounts paid pursuant to a separate plan, program, agreement or arrangement shall be paid as provided therein; (b) all reimbursements (other than those provided in Section 6(b)(3)) that fit within the exception to Code Section 409A provided in Section 1.409A-1(b)(9)(v) of the Treasury Regulations (reimbursements that Executive could otherwise deduct under Code Section 162 or Code Section 167 as business expenses incurred in connection with the performance of services, ignoring any applicable limits based on AGI) shall be paid no later than the twentieth day following the Date of Termination; provided, however, if any reimbursements do not fall within that exception, such reimbursements shall be paid on the first day of the seventh calendar month following the calendar month in which the Date of Termination occurred; (c) all amounts paid pursuant to Section 6(b)(2) shall be paid to Executive on the first day of the seventh calendar month following the calendar month in which the Date of Termination occurred; and (d) all other amounts shall be paid in accordance with the Company’s normal payroll practices in effect on January 1, 2008.

          Section 7. Confidential Information. Executive acknowledges that he has had, and will have, access to certain Confidential Information (as hereinafter defined) of the Company and its Subsidiaries and Executive agrees that he will not at any time, directly or indirectly, disclose orally or in writing or use any Confidential Information, regardless of how it may have been acquired, unless the disclosure or use of such Confidential Information is expressly authorized in writing in advance by the Company, is necessary in the ordinary conduct of Executive’s duties under this Agreement or is required by law. “Confidential Information” means all information pertaining or relating to the Company’s or its Subsidiaries’ business, including, but not limited to, products, pricing, drawings and bills of materials, manufacturing and application engineering know-how, services, strategies, customers, customer list, customer account records, financial information, employee compensation, marketing plans, computer software (including all operating system and system application software) and other proprietary business information. As used herein, Confidential Information shall not include any information which (i) is or becomes generally known to the public other than as a result of the

9

disclosure or use thereof by Executive in violation of the terms of this Agreement or (ii) is obtained by Executive from a third party who is lawfully in possession of such information and is not subject to any obligation to refrain from disclosing such information. Executive acknowledges and agrees that all of the Confidential Information is and shall continue to be the exclusive proprietary property of the Company and its Subsidiaries whether or not prepared in whole or in part by Executive and whether or not disclosed to or entrusted to the custody of Executive.

          Section 8. Non-Competition.

          (a) Executive agrees that while employed by the Company and for the 12-month period immediately after Executive ceases to be employed by the Company for any reason, Executive shall not, without the prior written consent of the Company, either directly or indirectly, perform any services (whether advisory, consulting, employment or otherwise) for, invest in or otherwise become associated with in any capacity, any person, corporation, partnership or other entity which engages in a Competitive Business (as defined in Section 8(b)); provided, however, that nothing herein contained shall prevent Executive (1) from purchasing and holding for investment less than 2% of the shares of any corporation, the shares of which are regularly traded either on a national securities exchange or in the over-the-counter market or (2) from providing services to any corporation, partnership, or other entity if the Competitive Business represents less than 15% of the gross revenues of such corporation, partnership, or entity and Executive’s services are not rendered, directly or indirectly, to the division or subsidiary which is engaged in the Competitive Business.

          (b) For purposes of this Agreement, “Competitive Business” means the design, engineering, manufacture, marketing, distribution, sale, or servicing in the Prohibited Territory (as defined below) of (1) processing or packaging equipment used in the pharmaceutical industry, (ii) wellhead, drilling, recovery and transmission equipment used in the oil and gas industry, or (iii) progressing cavity pumps, industrial mixers and agitators, or glass-lined reactor and storage vessels used in any industry. “Prohibited Territory” means the countries in which the Company or one of its Subsidiaries had manufacturing, distribution facilities, or sales offices at any time that Executive was employed by the Company. In addition, all records, files, drawings, documents, models, equipment, and the like relating to the Company’s business or its Subsidiaries’, which Executive has control over may not be removed from the Company^‘s premises without its written consent, unless removal is in the furtherance of the Company’s business or is in connection with Executive’s carrying out his duties under this Agreement and, if so removed, shall be returned to the Company promptly after termination of Executive^‘s employment under this Agreement.

          Section 9. Non-Solicitation or Hire. Executive agrees that while employed by the Company and for the 12-month period immediately after Executive ceases to be employed by the Company for any reason, Executive shall not, without the prior written consent of the Company, either directly or indirectly, solicit or attempt to solicit or induce, directly or indirectly, (i) any person or entity who is or was a customer of the Company or its Subsidiaries while Executive was employed by the Company for the purpose of marketing, selling or providing to any such person or entity any services or products that are of the same general type as those offered by or available from the Company or its Subsidiaries or (ii) any person who was an employee of the Company or any of its Subsidiaries on the Date of Termination to terminate

10

such employee’s employment relationship with the Company or its Subsidiaries in order to enter into a similar relationship with Executive, any business which then employs Executive or to which Executive provides any services, or any Competitive Business.

          Section 10. Equitable Relief; Judicial Modification.

          (a) Executive acknowledges that compliance with the covenants and provisions in Sections 7 through 9 is necessary to protect the Company and that a breach of these covenants will result in irreparable and continuing damage for which there will be no adequate remedy at law. Accordingly, Executive agrees that in the event of any breach of said covenants or provisions, the Company and its successors and assigns shall be entitled to injunctive relief (including specific performance) and to such other and further equitable relief (in addition to money damages) as is proper in the circumstances. Executive further agrees to waive the securing or purchasing of any bond in connection with any such remedy.

          (b) If any court determines that any of the covenants in Sections 7 through 9, or any part of any of them, is invalid or unenforceable, the remainder of such covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion. If any court determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall reduce such scope to the minimum extent necessary to make such covenants valid and enforceable.

          Section 11. Indemnification; and Insurance.

          (a) Indemnification. The Company represents and warrants that it will continue to extend to Executive during the Term of Employment and for a period of four years after the Date of Termination the same rights to indemnification in his capacity as a director or officer of the Company that he had on the Effective Date of this Agreement.

          (b) Insurance. The Company represents and warrants that during the Term of Employment and for a period of four years after the Date of Termination: (i) Executive is and shall continue to be covered and insured up to the maximum limits provided by all insurance which the Company maintains to indemnify its directors and officers (and to indemnify the Company for any obligations which it incurs as a result of its undertaking to indemnify its officers and directors) and (ii) the Company will use reasonably commercial efforts to maintain such insurance, in not less than its present limits, in effect.

          Section 12. Agreement Binding on Successors.

          (a) Company’s Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred except that the Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, sale, transfer of stock, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no succession had taken place. As used in this Agreement, “Company” means the Company as hereinbefore defined and any successor to its business and/or assets (by merger, purchase or otherwise as provided in this

11

Section 12(a)) which executes and delivers the agreement provided for in this Section 12(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

          (b) Executive’s Successors. No rights or obligations of Executive under this Agreement may be assigned or transferred by Executive other than his rights to payments or benefits under this Agreement, which may be transferred only by designation of a beneficiary in accordance with this Section 12(b) or by will or the laws of descent and distribution. Upon Executive’s death, this Agreement and all rights of Executive under this Agreement shall inure to the benefit of and be enforceable by Executive’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to Executive’s interests under this Agreement. Executive shall be entitled to select and change a beneficiary or beneficiaries to receive any benefit or compensation payable under this Agreement following Executive^‘s death by giving the Company written notice thereof in a form acceptable to the Company. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s). If Executive should die following his Date of Termination while any amounts would still be payable to him under this Agreement if he had continued to live, all such amounts unless otherwise provided shall be paid in accordance with the terms of this Agreement to such person or persons so appointed in writing by Executive, or otherwise to his legal representatives or estate.

          Section 13. Waiver. Except as otherwise provided herein, the failure of either party to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this Agreement by the other party hereto, shall not be construed as a waiver or as a relinquishment of any right granted hereunder to the party failing to insist on such performance, or as a waiver of the future performance of any such term, covenant or condition, but the obligations hereunder of both parties hereto shall remain unimpaired and shall continue in full force and effect.

          Section 14. Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

          If to Executive:

At his last known address evidenced on the Company’s payroll records.

          If to the Company:

Robbins & Myers, Inc.
51 Plum Street, Suite 260
Dayton, OH 45440
Attention: Chairman of the Board; and
                 Corporate Secretary

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or to such other address as any party may have furnished to the others in writing in accordance with this Agreement, except that notices of change of address shall be effective only upon receipt.

          Section 15. Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties hereto with respect to the matters contemplated by this Agreement and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts and writings. No modification or amendment of any provision of this Agreement shall be effective unless made in writing and duly signed by the party to be bound thereby.

          Section 16. Severability. If any of the provisions of this Agreement shall be held to be invalid, such holding shall not in any way whatsoever affect the validity of the remainder of this Agreement.

          Section 17. Arbitration; Legal Fees and Expenses. The parties agree that Executive’s employment and this Agreement relate to interstate commerce, and that any disputes, claims or controversies between Executive and the Company which may arise out of or relate to Executive’s employment relationship or this Agreement shall be settled by arbitration. This agreement to arbitrate shall survive the termination of this Agreement. Any arbitration shall be in accordance with the Rules of the American Arbitration Association and undertaken pursuant to the Federal Arbitration Act. Arbitration shall be held in Dayton, Ohio unless the parties mutually agree on another location. The decision of the arbitrator(s) shall be enforceable in any court of competent jurisdiction. The parties agree that punitive, liquidated or indirect damages shall not be awarded by the arbitrator(s) unless such damages would have been awarded by a court of competent jurisdiction. Nothing in this Agreement to arbitrate, however, shall preclude the Company from obtaining injunctive relief from a court of competent jurisdiction prohibiting any on-going breaches by Executive of this Agreement including, without limitation, violations of Sections 7 through 9. If any contest or dispute arises between the Company and Executive regarding any provision of this Agreement, the Company shall reimburse Executive for all legal fees and expenses reasonably incurred by Executive in connection with such contest or dispute, except that the Company shall not be obligated to pay any legal fees or expenses incurred by Executive in any contest in which the trier of fact determines that the Executive’s position was frivolous or maintained in bad faith. Such reimbursement shall be made as soon as practicable following the final, non-appealable resolution of such contest or dispute to the extent the Company receives reasonable written evidence of such fees and expenses.

          Section 18. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio without regard to its conflicts of law principles.

          Section 19. Certain Additional Payments by the Company.

          (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any Payment would be subject to the Excise Tax, then Executive shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment by Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes

13

(and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

          (b) Subject to the provisions of Section 19(c), all determinations required to be made under this Section 19, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by such certified public accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 19, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 19(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

          (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

     (i) give the Company any information reasonably requested by the Company relating to such claim,

     (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

     (iii) cooperate with the Company in good faith in order effectively to contest such claim, and

     (iv) permit the Company to participate in any proceedings relating to such claim;

14

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 19(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

          (d) If, after the receipt by Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to Section 19(c), Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 19(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 19(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

          (e) Notwithstanding any other provision of this Section 19, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding.

          (f) The following terms shall have the following meanings for purposes of this Section 19.

     (i) “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

15

     (ii) “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

     (iii) A “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive, whether paid or payable pursuant to this Agreement or otherwise.

     (iv) The “Safe Harbor Amount” means 2.99 times Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

     (v) “Value” of a Payment shall mean the economic present value of a Payment as of the date of the change of control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code.

          (g) Notwithstanding anything to the contrary in this Section 19, any payment(s) required to be made pursuant to this Section 19 to Executive shall be made no earlier than the first day of the seventh calendar month following the calendar month in which the Date of Termination occurred, but in no event later than the end of Executive’s tax year following the tax year in which the Executive remits (or the Company remits on the Executive’s behalf) the taxes associated with the payments made herein.

          Section 20. Compliance with Code Section 409A. It is intended that the payments and benefits provided under this Agreement shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). This Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Company shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon Mr. Wallace.

          Section 21. Certain Definitions.

          (a) “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person.

          (b) “Change of Control” means for the purpose of this Agreement and shall be deemed to have occurred the date on which one of the following events occurs with respect to the Company (for the purposes of this Section 21, the term “Company” means only Robbins & Myers, Inc.):

     (1) The Company is provided a copy of a Schedule 13D, filed pursuant to Section 13(d) of the Securities Exchange Act of 1934 indicating that a group or

16

person, as defined in Rule 13d-3 under said Act, has become the beneficial owner of 25% or more of the outstanding Voting Shares of the Company or the date upon which the Company first learns that a person or group has become the beneficial owner of 25% or more of the outstanding Voting Shares of the Company if a Schedule 13D is not filed provided, in each case, such group or person is not controlled, directly or indirectly, by persons or entities that were, at any time this Agreement is in effect, partners, shareholders or members of M.H.M. & Co. Ltd., an Ohio limited partnership, the Maynard H. Murch Co., Inc., or Loftis Investments, Inc. or Affiliates of any of them;

     (2) A change in the composition of the Board such that individuals who were members of the Board on the date two years prior to such change (or who were subsequently elected to fill a vacancy in the Board, or were subsequently nominated for election by the Company’s shareholders, by the affirmative vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two year period) no longer constitute a majority of the Board;

     (3) The consummation of a reorganization, merger, statutory share exchange or consolidation involving the Company or any of its Subsidiaries (each a “Business Combination”) unless, following such Business Combination, all or substantially all of the individuals and entities that were the beneficial owners of the Voting Shares of the Company immediately prior to the Business Combination beneficially own, directly or indirectly, more than 60% of the then outstanding Voting Shares of the corporation resulting from such Business Combination in substantially the same proportions as their ownership immediately prior to such Business Combination of the outstanding Voting Shares of the Company; or

     (4) Shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all, or substantially all, of the Company’s assets.

          (c) “Prorated Target Bonus” means the Target Bonus prorated for the period beginning on the first day of the fiscal year in which occurs the Date of Termination through the Date of Termination.

          (d) “Prorated Performance Bonus” means an amount equal to the annual cash bonus Executive would have received for the fiscal year that ends on or immediately after the Date of Termination, based on the Company’s actual achievement of performance goals for such year prorated for the period beginning on the first day of the fiscal year in which occurs the Date of Termination through the Date of Termination, with such prorated bonus being paid at the time that cash bonuses are normally paid under the Company’s annual cash bonus plan then in effect.

          (e) “Subsidiary” means an entity (whether or not a corporation) of which 50% or more of the voting stock in the case of a corporation, or other equity interest having voting power in the case of an entity that is not a corporation, is owned or controlled, directly or indirectly, by the Company.

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          (f) “Target Bonus” means an amount equal to the target bonus Executive would have received for the fiscal year that ends on or immediately after the Date of Termination, assuming the Company achieved the target levels for which a bonus is paid under the Company’s annual bonus plan then in effect.

          (g) “Voting Shares” means any securities of a corporation that vote generally in the election of directors of that corporation.

          IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written.

“Executive”	“Company”
	ROBBINS & MYERS, INC.
/s/ Peter C. Wallace Peter C. Wallace	By:	/s/ Thomas P. Loftis Thomas P. Loftis
		Chairman of the Board; and
	By:	/s/ Joseph M. Rigot
		Joseph M. Rigot
		Corporate Secretary

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EX-21.1

Exhibit 21.1

Subsidiaries of Robbins & Myers, Inc.

Robbins & Myers, Inc. has the following subsidiaries all of which (i) do business under the name under which they are organized and (ii) are included in our consolidated financial statements. The names of such subsidiaries are set forth below.

	Jurisdiction
	in which	Percentage of
	Incorporated	Ownership
Chemineer, Inc.	Delaware		100
Dalian Moyno Pump Co., Ltd.	China		60
Edlon, Inc.	Delaware		100
FrymaKoruma GmbH	Germany		100
FrymaKoruma AG	Switzerland		100
GMM Mavag AG	Switzerland		51
GMM Pfaudler Limited	India		51
Mavag AG	Switzerland		51
Moyno de Mexico, S.A. de C.V.	Mexico		51
Moyno, Inc.	Delaware		100
Pfaudler Equipamentos Industriais Ltda.	Brazil		100
Pfaudler, Inc.	Delaware		100
Pfaudler-Werke GmbH	Germany		100
R&M Energy Systems de Venezuela, C.A.	Venezuela		100
Robannic Overseas Finance A.V.V.	Netherlands Antilles		100
Robbins & Myers Belgium S.A.	Belgium		100
Robbins & Myers Canada, Ltd.	Canada		100
Robbins & Myers de Mexico, S.A. de C.V.	Mexico		100
Robbins & Myers (Suzhou) Process Equipment Co., Ltd.	China		100
Robbins & Myers Energy Systems Australia Pty. Ltd	Australia		100
Robbins & Myers Energy Systems de Argentina S.A.	Argentina		100
Robbins & Myers Energy Systems Indonesia Ltd	Indonesia		100
Robbins & Myers Energy Systems L.P.	Texas		100
Robbins & Myers Energy Systems, Inc.	Delaware		100
Robbins & Myers Finance Europe B.V.	Netherlands		100
Robbins & Myers Holdings, Inc.	Delaware		100
Robbins & Myers de Mexico SA	Mexico		100
Robbins & Myers Italia S.r.l.	Italy		100

65

	Jurisdiction
	in which	Percentage of
	Incorporated	Ownership
Robbins & Myers U.K. Limited	England		100
Rodic S.A. de C.V.	Mexico		100
Romaco do Brazil	Brazil		100
Romaco Holdings U.K. Limited	United Kingdom		100
Romaco Immobilienverwaltungs GmbH	Germany		100
Romaco Inc.	Delaware		100
Romaco International B.V.	Netherlands		100
Romaco Machinery S.A.	Spain		100
Robbins & Myers N.V.	Netherland Antilles		100
Romaco Pharmatechnik GmbH	Germany		100
Romaco S.r.l.	Italy		100
Romaco UK Limited	United Kingdom		100
Suzhou Pfaudler Glass-Lined Equipment Co., Limited	China		76
Tarby, Inc.	Delaware		100
Tycon Technoglass S.r.l.	Italy		100

66

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the inclusion in this Annual Report (Form 10-K) of Robbins & Myers, Inc. and Subsidiaries of our reports dated October 27, 2008, with respect to the consolidated financial statements and schedule of Robbins & Myers, Inc. and Subsidiaries and the effectiveness of internal control over financial reporting of Robbins & Myers, Inc. and Subsidiaries included in the Annual Report to Shareholders of Robbins & Myers, Inc. and Subsidiaries for the year-ended August 31, 2008.

We consent to the incorporation by reference in the Registration Statements (Form S-8’s) pertaining to Stock Option Plan for Non-Employee Directors (No. 33-43625, dated November 1, 1991), 1994 Directors' Stock Compensation Plan (No. 33-84032, dated September 13, 1994), Robbins & Myers, Inc. 1994 Long-term Incentive Plan (No. 333-00291, dated January 19, 1996), Robbins & Myers, Inc. 1995 Stock Option Plan for Non-employee Directors (No. 333-00293, dated January 19, 1996), Robbins & Myers, Inc. 1999 Long-term Incentive Plan (No. 333-35856, dated April 28, 2000), the Robbins & Myers, Inc. 2004 Stock Incentive Plan as Amended (No. 333-121899), the Registration Statement (Form S-3, No. 333-31235, dated July 14, 1997) pertaining to Investor Stock Purchase Plan and Post Effective Amendment No. 1 (dated August 20, 2003), and the Registration Statement (Form S-3 ASR, No. 333-152874, dated August 8, 2008) pertaining to an offering by a selling shareholder, of our report dated October 27, 2008, with respect to the consolidated financial statements and schedule of Robbins & Myers, Inc. and Subsidiaries, and the effectiveness of internal control over financial reporting of Robbins & Myers, Inc. and Subsidiaries, included in this Annual Report (Form 10-K) of Robbins & Myers, Inc. and Subsidiaries for the year ended August 31, 2008.

/s/ Ernst & Young, LLP
Dayton, Ohio
October 27, 2008

67

EX-24.1

Exhibit 24.1

ROBBINS & MYERS, INC.

LIMITED POWER OF ATTORNEY

          WHEREAS, Robbins & Myers, Inc. (the “Company”) intends to file with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended August 31, 2008:

          NOW, THEREFORE, each of the undersigned in his capacity as a director of the Company hereby appoints Peter C. Wallace his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name, place and stead, the Company’s Annual Report on Form 10-K for the year ended August 31, 2008 (including any amendment to such report) and any and all other instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform in the name and on behalf of the undersigned, in the aforesaid capacity, every act whatsoever necessary or desirable to be done, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the act of said attorney.

          IN WITNESS WHEREOF, the undersigned has executed this instrument this 28th day of October, 2008.

/s/ Thomas P. Loftis

Thomas P. Loftis

/s/ Daniel W. Duval

Daniel W. Duval

/s/ David T. Gibbons

David T. Gibbons

/s/ Stephen F. Kirk

Stephen F. Kirk

/s/ Andrew G. Lampereur

Andrew G. Lampereur

/s/ Dale L. Medford

Dale L. Medford

68

EX-31.1

Exhibit 31.1

CERTIFICATION
PURSUANT TO RULE 13a — 14(a)

I, Peter C. Wallace, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Robbins & Myers, Inc. (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the Registrant’s internal controls over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal controls over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: October 28, 2008

/s/ Peter C. Wallace

Peter C. Wallace

President and Chief Executive Officer

69

EX-31.2

Exhibit 31.2

CERTIFICATION
PURSUANT TO RULE 13a — 14(a)

I, Christopher M. Hix, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Robbins & Myers, Inc. (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the Registrant’s internal controls over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal controls over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: October 28, 2008

/s/ Christopher M. Hix

Christopher M. Hix

Vice President and Chief Financial Officer

70

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter C. Wallace, President and Chief Executive Officer of Robbins & Myers, Inc. (the “Company”), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Annual Report on Form 10-K of the Company for the period ended August 31, 2008 (the “Annual Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78c(d)) and
2.	The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 28, 2008

/s/ Peter C. Wallace

Peter C. Wallace

President and Chief Executive Officer

71

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher M. Hix, Vice President and Chief Financial Officer of Robbins & Myers, Inc. (the “Company”), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Annual Report on Form 10-K of the Company for the period ended August 31, 2008 (the “Annual Report”) fully complies with the requirements of section 33(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78c(d)) and
2.	The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 28, 2008

/s/ Christopher M. Hix

Christopher M. Hix

Vice President and Chief Financial Officer

72