-----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, TZ6p1r3WwPtBLrlof0N3QopBJNWtpEPb2qBikSj9zdl3vorvA2h0gxgu5Xx8uIju JfYc8o21IwcR4p11B74SCg== 0000950123-10-076225.txt : 20100811 0000950123-10-076225.hdr.sgml : 20100811 20100811172436 ACCESSION NUMBER: 0000950123-10-076225 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100810 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100811 DATE AS OF CHANGE: 20100811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GARDNER DENVER 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13215 FILM NUMBER: 101008818 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 FORMER COMPANY: FORMER CONFORMED NAME: GARDNER DENVER MACHINERY INC DATE OF NAME CHANGE: 19931221 8-K 1 c59722e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 10, 2010
Gardner Denver, Inc.
 
(Exact name of registrant as specified in its charter)
         
Delaware   1-13215   76-0419383
         
(State or other   (Commission   (IRS Employer
jurisdiction of   File Number)   Identification No.)
incorporation)        
     
1800 Gardner Expressway    
Quincy, Illinois   62305
     
(Address of principal executive offices)   (Zip Code)
(217) 222-5400
 
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On August 10, 2010, Gardner Denver, Inc. (the “Company”) announced that Helen W. Cornell, Executive Vice President, Finance and Chief Financial Officer of the Company, intends to retire from the Company in order to increase her involvement in family business matters. The Company has commenced an executive search to identify Mrs. Cornell’s successor. Mrs. Cornell plans to remain in her role to ensure an orderly transition to her successor, which the Company expects to occur before the end of the year. The Company’s press release relating to Mrs. Cornell’s retirement is attached hereto as Exhibit 99.1.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to known and unknown uncertainties and other factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. These known and unknown uncertainties and other factors could cause actual results to differ materially from those matters expressed in, anticipated by, or implied by such forward-looking statements. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, although its situation and circumstances may change in the future.
Item 9.01.   Financial Statements and Exhibits.
(d) Exhibits
         
  99.1    
Gardner Denver, Inc. Press Release dated August 10, 2010

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  GARDNER DENVER, INC.
 
 
Date: August 11, 2010  By:   /s/ Brent A. Walters    
    Brent A. Walters   
    Vice President, General Counsel, Chief Compliance Officer & Secretary   
 

-3-


 

EXHIBIT INDEX
         
Exhibit No.   Description
  99.1    
Gardner Denver, Inc. Press Release dated August 10, 2010

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EX-99.1 2 c59722exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
(LOGO)
 
PRESS RELEASE
 
         
FOR IMMEDIATE RELEASE
       
August 10, 2010
  Contact:   Helen W. Cornell
 
      Executive Vice President, Finance and CFO
 
      (217) 228-8209
GARDNER DENVER, INC. ANNOUNCES EXECUTIVE MANAGEMENT CHANGES
QUINCY, IL August 10, 2010 — Gardner Denver, Inc. (NYSE: GDI) announced today that Helen W. Cornell has informed the Company of her intention to retire as Executive Vice President, Finance and Chief Financial Officer to enable her to increase her involvement in family business matters. The Company has commenced an executive search to identify an appropriate successor and Mrs. Cornell plans to remain in her role to ensure an orderly transition, which the Company expects to occur before the end of the year.
Mrs. Cornell joined the Company in 1988 when it was a division of Cooper Industries and led the corporate secretarial and treasury functions upon Gardner Denver’s spin-off in 1993. In 2000, she accepted an operational role, as Vice President, Compressor Operations for the Compressor and Pump Division but returned to a corporate position in 2001, to lead the strategic development initiatives of the company, including the acquisitions of Syltone, Nash Elmo, Thomas Industries and CompAir, among others. She was promoted to Chief Financial Officer in 2004 and Executive Vice President, Finance and Chief Financial Officer of Gardner Denver in 2007.
“Helen has been instrumental in Gardner Denver’s transformation to a global leader in the markets we serve. Her leadership in executing the growth strategy of Gardner Denver is obvious by the strong financial results that we have achieved,” said Barry L. Pennypacker, Gardner Denver’s President and Chief Executive Officer. “Helen has built an excellent global finance function that will continue to provide a path forward for the continued success of Gardner Denver. On behalf of our customers, shareholders and employees, I want to thank Helen for her support of the culture change initiated by The Gardner Denver Way, and wish her continued success as she becomes more involved with her family’s business.”
“Being part of the team that transformed Gardner Denver from a U.S.-based manufacturing company with less than $200 million in revenues to a multinational organization, with over 6,000 employees on six continents and revenues of nearly $2 billion has been an incredible experience,” said Helen Cornell. “I

 


 

have had the great fortune to learn so much from the many friends and acquaintances that I have made over the twenty-two years I have worked at Gardner Denver. I look forward to the future successes the Company will achieve as it continues its transformation to a lean culture, driven by the principles of the Gardner Denver Way.”
Gardner Denver, Inc., with 2009 revenues of approximately $1.8 billion, is a leading worldwide manufacturer of highly engineered products, including compressors, liquid ring pumps and blowers for various industrial, medical, environmental, transportation and process applications, pumps used in the petroleum and industrial market segments and other fluid transfer equipment, such as loading arms and dry break couplers, serving chemical, petroleum and food industries. Gardner Denver’s news releases are available by visiting the Investors section on the Company’s website (www.GardnerDenver.com).
Cautionary Statement Regarding Forward-Looking Statements
All of the statements in this release, other than historical facts, are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. The actual future performance of the Company could differ materially from such statements. Factors that could cause or contribute to such differences include, but are not limited to: changing economic conditions; pricing of the Company’s products and other competitive market pressures; the costs and availability of raw materials; fluctuations in foreign currency exchange rates and energy prices; and risks associated with the Company’s current and future litigation. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are set forth under “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2009, and its subsequent quarterly reports on Form 10-Q. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, although its situation and circumstances may change in the future.
# # #

 

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