-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BAlcgkP3uzanJpUHNiuvyzkh618JDCsfr66QXr9uhn32J+rOaRmZ0022v7wm4tIE nCQs9NvJTeSx8tkxRyzLtw== 0000950114-97-000195.txt : 19970411 0000950114-97-000195.hdr.sgml : 19970411 ACCESSION NUMBER: 0000950114-97-000195 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970410 EFFECTIVENESS DATE: 19970410 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GARDNER DENVER MACHINERY INC CENTRAL INDEX KEY: 0000916459 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 760419383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-24921 FILM NUMBER: 97578129 BUSINESS ADDRESS: STREET 1: 1800 GARDNER EXPRESSWAY STREET 2: P O BOX 528 CITY: QUINCY STATE: IL ZIP: 62301 BUSINESS PHONE: 2172225400 MAIL ADDRESS: STREET 1: 1800 GARDNER EXPRESSWAY STREET 2: P O BOX 528 CITY: QUINCY STATE: IL ZIP: 62301 S-8 1 GARDNER DENVER FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 10, 1997 Registration No. 333- -------------------------- ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- GARDNER DENVER MACHINERY INC. (Exact name of registrant as specified in its charter) DELAWARE 76-0419383 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1800 GARDNER EXPRESSWAY QUINCY, ILLINOIS 62301 (Address of Principal Executive Offices) (Zip Code) GARDNER DENVER MACHINERY INC. LONG-TERM INCENTIVE PLAN GARDNER DENVER MACHINERY INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the Plan) HELEN W. CORNELL VICE PRESIDENT, CORPORATE SECRETARY AND TREASURER 1800 GARDNER EXPRESSWAY QUINCY, ILLINOIS 62301 (Name and address of agent for service) (217) 222-5400 (Telephone number, including area code, of agent for service) Copies of all correspondence to: Harold B. Oakley, Esq. Schmiedeskamp, Robertson, Neu & Mitchell 525 Jersey, P.O. Box 1069 Quincy, Illinois 62306 ============================================================================== CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum maximum Title of securities Amount offering aggregate Amount of to be to be price per offering registration registered registered share price fee - ------------------- --------------- ---------- ------------ ------------ Common Stock, $.01 par value per share 1,050,000 $21.3968 $22,466,640 $6,808.00 - ------------------------------------------------------------------------------------------------------------------------ Represents (a) the additional number of shares available for issuance under the Long-Term Incentive Plan, as amended, for which a registration statement on Form S-8 (Reg. No. 33-91088) was filed with the Securities and Exchange Commission on April 11, 1995, (b) the maximum number of shares available for issuance under the Employee Stock Purchase Plan, and (c) an undeterminable number of shares which may become issuable pursuant to antidilution provisions of the Plans, in accordance with Rule 416 under the Securities Act of 1933 (the "Securities Act"). Estimated solely for the purpose of calculating the registration fee. Such estimate has been calculated in accordance with Rule 457(h) under the Securities Act, and with respect to shares covered by currently outstanding options is based upon the exercise price thereof, and with respect to the shares not covered by currently outstanding options is based upon the average of the high and low prices per share of the Registrant's Common Stock as reported by the National Association of Securities Dealers Automated Quotation National Market System on April 7, 1997.
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The Registrant previously filed with the Securities and Exchange Commission (the "Commission") on April 11, 1995, a registration statement on Form S-8 (Registration No. 33-91088) (the "1995 Form S-8") relating to securities offered under the Registrant's Long-Term Incentive Plan (the "Incentive Plan"). The contents of the 1995 Form S-8, including exhibits thereto, are incorporated herein by reference with respect to the Incentive Plan, except to the extent superseded or modified by the specific information set forth below or the specific exhibits attached hereto. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Registrant with the Commission are incorporated herein by reference: (a) The Registrant's latest annual report on Form 10-K filed pursuant to Section 13(a) or 15(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (b) The description of the Registrant's Common Stock which is contained in the registration statement filed by the Registrant under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein and filed prior to the filing hereof shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein modifies or supersedes such statement, and any statement contained herein or in any other document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which also is incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. II - 1 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Delaware General Corporation Law ("Delaware Law") authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breach of directors' fiduciary duty of care. The Company's Certificate of Incorporation limits the liability of directors of the Company to the Company or its stockholders to the fullest extent permitted by Delaware Law. The Company's Certificate of Incorporation provides indemnification rights to the fullest extent authorized by Delaware Law to any officer or director of the Company who, by reason of the fact that he or she is an officer or director of the Company, is involved in a legal proceeding of any nature. Under Delaware Law, indemnification is provided against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, provided certain conditions are satisfied. Such indemnification rights include reimbursement for expenses incurred by such officer or director in advance of the final disposition of such proceedings in accordance with the applicable provisions of Delaware Law. The Company has indemnification agreements with each of its directors and executive officers providing specific procedures to better assure the right of such persons to indemnification, including procedures for submitting claims, for determining such person's entitlement to indemnification (including the allocation of the burden of proof and selection of a reviewing party) and for enforcing such indemnification rights. Insurance is maintained by the Company for each director and officer of the Company covering certain expenses, liabilities or losses he or she may incur that arise by reason of being a director or officer of the Company or a subsidiary company, whether or not the Company would have the power to indemnify such person against such expenses, liability or loss under Delaware Law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The following additional exhibits are filed as part of this Registration Statement or incorporated by reference herein. II - 2 4
Exhibit Number Description - ------ ----------- 4.3 Gardner Denver Machinery Inc. Long-Term Incentive Plan, as amended, filed as Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed on March 31, 1997, and incorporated herein by reference. 4.4 Gardner Denver Machinery Inc. Employee Stock Purchase Plan, filed as Exhibit 10.8 to the Registrant's Registration Statement on Form 10, effective on March 31, 1994, and incorporated herein by reference. 5.2 Opinion of Schmiedeskamp, Robertson, Neu & Mitchell. 23.4 Consent of Arthur Andersen LLP. 23.5 Consent of Schmiedeskamp, Robertson, Neu & Mitchell (included in Exhibit 5.2). 24.2 Powers of Attorney.
ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement (remainder not applicable); (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration II - 3 5 Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) Not applicable. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) - (g) Not applicable. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (i) Not applicable. (j) Not applicable. II - 4 6 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of -------------- 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 10, 1997. GARDNER DENVER MACHINERY INC. By /s/ Ross J. Centanni ---------------------------------- Ross J. Centanni, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 10, 1997.
Signature Title --------- ----- /s/ Ross J. Centanni President, Chief Executive Officer, - --------------------------------------- Director Ross J. Centanni /s/ Philip R. Roth Vice President, Finance and Chief - --------------------------------------- Financial Officer (Principal Philip R. Roth Financial and Accounting Officer) /s/ Donald G. Barger, Jr. Director - --------------------------------------- Donald G. Barger, Jr. /s/ Thomas M. McKenna Director - --------------------------------------- Thomas M. McKenna /s/ Alan E. Riedel Director - --------------------------------------- Alan E. Riedel /s/ Michael J. Sebastian Director - --------------------------------------- Michael J. Sebastian By: /s/ Helen W. Cornell - --------------------------------------- Helen W. Cornell Attorney-in-fact
II - 5 7 FORM S-8 GARDNER DENVER MACHINERY INC. EXHIBIT INDEX -------------
Exhibit Number Description - ------ ----------- 4.3 Gardner Denver Machinery Inc. Long-Term Incentive Plan, as amended, filed as Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed on March 31, 1997, and incorporated herein by reference. 4.4 Gardner Denver Machinery Inc. Employee Stock Purchase Plan, filed as Exhibit 10.8 to the Registrant's Registration Statement on Form 10, effective on March 31, 1994, and incorporated herein by reference. 5.2 Opinion of Schmiedeskamp, Robertson, Neu & Mitchell. 23.4 Consent of Arthur Andersen LLP. 23.5 Consent of Schmiedeskamp, Robertson, Neu & Mitchell (included in Exhibit 5.2). 24.2 Powers of Attorney.
EX-5.2 2 OPINION RE LEGALITY 1 Exhibit 5.2 SCHMIEDESKAMP, ROBERTSON, NEU & MITCHELL 525 Jersey P.O. Box 1069 Quincy, Illinois 62306 Phone (217) 223-3030 Fax (217) 223-1005 April 10, 1997 Board of Directors Gardner Denver Machinery Inc. 1800 Gardner Expressway Quincy, Illinois 62301 Re: Registration Statement on Form S-8 Long-Term Incentive Plan, as amended, and Employee Stock Purchase Plan Gentlemen: We have served as counsel to Gardner Denver Machinery Inc. (the "Company") in connection with the various legal matters relating to the filing of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, relating to 600,000 shares of common stock of the Company, par value $.01 per share (the "Common Stock"), reserved for issuance in accordance with the Company's Long-Term Incentive Plan, as amended (the "Incentive Plan"), and 450,000 shares of Common Stock (the 600,000 shares and 450,000 shares, collectively, the "Shares") reserved for issuance in accordance with the Company's Employee Stock Purchase Plan (the "Purchase Plan") (the Incentive Plan and Purchase Plan, collectively, the "Plans"). We have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company's Certificate of Incorporation and Bylaws, certain resolutions adopted by the Board of Directors of the Company relating to the Plans and certificates received from state officials and from officers of the Company. In delivering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies, and the correctness of all statements submitted to us by officers of the Company. 2 Board of Directors Page 2 April 10, 1997 Based upon the foregoing, the undersigned is of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 2. The Shares being offered by the Company, if issued in accordance with the Plans, will be validly issued and outstanding and will be fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the issuance of the Shares pursuant to the Plans. Sincerely, Schmiedeskamp, Robertson, Neu & Mitchell By: /s/ William M. McCleery, Jr. -------------------------------------- EX-23.4 3 CONSENT OF EXPERT 1 Exhibit 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 5, 1997 included in and incorporated by reference in Gardner Denver Machinery Inc.'s Form 10-K for the year ended December 31, 1996 and to all references to our Firm included in this registration statement. Arthur Andersen LLP St. Louis, Missouri April 10, 1997 EX-24.2 4 POWERS OF ATTORNEY 1 Exhibit 24.2 GARDNER DENVER MACHINERY INC. LONG-TERM INCENTIVE PLAN Power of Attorney of Officers and Directors ------------------------------------------- The undersigned, an officer or director of Gardner Denver Machinery Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for the purpose of registering 600,000 shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), issuable pursuant to the Company's Long-Term Incentive Plan, as amended, and 450,000 shares of Common Stock issuable pursuant to the Company's Employee Stock Purchase Plan, does hereby constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of them, with full power of substitution and resubstitution, as attorney or attorneys to execute and file on behalf of the undersigned, in his capacity as an officer or director of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission or any State blue sky authorities pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and any such substitution. Executed at Columbus , Ohio , this 4th day of April, 1997. ------------ -------- ------- /s/Donald G. Barger Jr. ----------------------------------- 2 Exhibit 24.2 GARDNER DENVER MACHINERY INC. LONG-TERM INCENTIVE PLAN Power of Attorney of Officers and Directors ------------------------------------------- The undersigned, an officer or director of Gardner Denver Machinery Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for the purpose of registering 600,000 shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), issuable pursuant to the Company's Long-Term Incentive Plan, as amended, and 450,000 shares of Common Stock issuable pursuant to the Company's Employee Stock Purchase Plan, does hereby constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of them, with full power of substitution and resubstitution, as attorney or attorneys to execute and file on behalf of the undersigned, in his capacity as an officer or director of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission or any State blue sky authorities pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and any such substitution. Executed at Houston , Texas , this 4th day of April, 1997. ----------- --------- ------- /s/Alan E. Riedel ----------------------------------- 3 Exhibit 24.2 GARDNER DENVER MACHINERY INC. LONG-TERM INCENTIVE PLAN Power of Attorney of Officers and Directors ------------------------------------------- The undersigned, an officer or director of Gardner Denver Machinery Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for the purpose of registering 600,000 shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), issuable pursuant to the Company's Long-Term Incentive Plan, as amended, and 450,000 shares of Common Stock issuable pursuant to the Company's Employee Stock Purchase Plan, does hereby constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of them, with full power of substitution and resubstitution, as attorney or attorneys to execute and file on behalf of the undersigned, in his capacity as an officer or director of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission or any State blue sky authorities pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and any such substitution. Executed at Houston , Texas , this 4th day of April, 1997. ----------- --------- ------- /s/Michael J. Sebastian ----------------------------------- 4 Exhibit 24.2 GARDNER DENVER MACHINERY INC. LONG-TERM INCENTIVE PLAN Power of Attorney of Officers and Directors ------------------------------------------- The undersigned, an officer or director of Gardner Denver Machinery Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for the purpose of registering 600,000 shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), issuable pursuant to the Company's Long-Term Incentive Plan, as amended, and 450,000 shares of Common Stock issuable pursuant to the Company's Employee Stock Purchase Plan, does hereby constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of them, with full power of substitution and resubstitution, as attorney or attorneys to execute and file on behalf of the undersigned, in his capacity as an officer or director of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission or any State blue sky authorities pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and any such substitution. Executed at Quincy , Illinois , this 9th day of April, 1997. ----------- ------------ --------- /s/Thomas M. McKenna ----------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----