8-K

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): May 2, 2011

Gardner Denver, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-13215	76-0419383
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1500 Liberty Ridge Drive, Suite 3000 Wayne, PA	19087
(Address of Principal Executive Offices)	(Zip Code)

(610) 249-2000
(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

Press Release

Quarterly Dividend

On May 3, 2011, Gardner Denver, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that its Board of Directors declared a quarterly cash dividend of $0.05 per share, payable on June 2, 2011, to stockholders of record as of May 17, 2011.

8% Notes due 2013 Redeemed

The Company also announced in the Press Release that it has completed the previously announced redemption of $125,000,000 in aggregate principal amount of its outstanding 8% Senior Subordinated Notes due 2013 (the “Notes”). The Notes were redeemed on May 2, 2011, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption. The Notes were issued pursuant to the Indenture (the “Indenture”), dated as of May 4, 2005, by and among the Company, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.), a national banking association. The Notes were redeemed in accordance with the terms of the Indenture. The Company financed the redemption using available cash and borrowings under its revolving credit facility.

A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

Investor Presentation

From time to time, senior management of the Company meets with current and potential investors and business analysts. The Company intends to use the presentation attached as Exhibit 99.2 to this Current Report on Form 8-K at these meetings over the next several months. The Company intends to post the presentation on the “Investors” section of its website at www.gardnerdenver.com. The Company reserves the right to discontinue the availability of the presentation at any time. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The information furnished in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 8.01 Other Events

The information set forth above in the second paragraph of Item 7.01 under the caption “8% Notes due 2013 Redeemed” is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Gardner Denver, Inc. Press Release dated May 3, 2011

Exhibit 99.2 Gardner Denver, Inc. Presentation dated May 2011

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 hereunto duly authorized.

	GARDNER DENVER, INC.
Date: May 3, 2011	By:	/s/ Brent A. Walters
		Brent A. Walters
		Vice President, General Counsel, Chief Compliance Officer & Secretary

EXHIBIT INDEX

Exhibit
Number		Description of Exhibits
	99.1	Gardner Denver, Inc. Press Release dated May 3, 2011
	99.2	Gardner Denver, Inc. Presentation dated May 2011

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE
May 3, 2011	Contact: Michael M. Larsen
	Vice President and CFO
	(610) 249-2002

GARDNER DENVER, INC. DECLARES QUARTERLY CASH DIVIDEND, ANNOUNCES
COMPLETION OF REDEMPTION OF ITS 8% SENIOR SUBORDINATED NOTES DUE 2013

WAYNE, PA May 3, 2011— Gardner Denver, Inc. (NYSE: GDI) announced today that its Board of Directors declared a quarterly dividend of $0.05 per share, payable on June 2, 2011, to stockholders of record as of May 17, 2011.

Gardner Denver also announced today that it has redeemed all $125,000,000 in aggregate principal amount of its outstanding 8% Senior Subordinated Notes due 2013 (the “Notes”). The Notes were redeemed on May 2, 2011 at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of the redemption. The redemption was financed using available cash and borrowings under the Company’s existing revolving credit facility.

Gardner Denver, Inc., with 2010 revenues of approximately $1.9 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, including, without limitation, the statements made concerning the Company’s intent to pay an annual cash dividend and the Company’s financial ability and sources to fund the dividend program. 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 Board’s expectation that dividends will continue to be paid on a quarterly basis assumes that the Company’s financial condition will permit the payment under Delaware law; that its operations will continue to generate sufficient cash flow to warrant the payment of a dividend and that market conditions and applicable laws and regulations make payment of a dividend appropriate. Any future dividend payments will depend upon the judgment of the Board,

based upon the best interests of the Company, its stockholders and other constituents, and will be made only at the Board’s discretion. 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, 2010. 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.

# # #

EX-99.2

Exhibit 99.2

Investor Presentation May 2011

2 All of the statements made by Gardner Denver in this presentation or made orally in connection with it, other than historical facts, are forward-looking statements. 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. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for these forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that forward-looking statements are subject to known and unknown risks, 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 risks, 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. 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 rates and energy prices; risks associated with the Company's current and future litigation; and the other risks detailed from time to time in the Company's SEC filings, including but not limited to, its annual report on Form 10-K for the fiscal year ending December 31, 2010, and its quarterly reports on Form 10-Q. These statements reflect the current views and assumptions of management with respect to future events. 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. The inclusion of any statement in this presentation does not constitute admission by the Company or any other person that the events or circumstances described in such statement are material. Safe Harbor Disclosure

3 Agenda Preface Position Progress Potential

4 Today: Profit Expansion Despite Economic Headwinds Upside from broad industry, product, geographic exposure Execution of multi-year margin expansion Benefit of improving aftermarket mix Culture of innovation driving share gains Key drivers Momentum is Building

5 Today: Profit Expansion Despite Economic Headwinds: The Evidence 2009 1Q11 TTM East 1.778145 2.004793 Despite Stable Revenues... Adjusted Operating Margins(1) are Expanding... Driving Growth in Adjusted DEPS(1) (1) See note on slide 30 $4.60-$4.70

6 Tomorrow: Exceptional Potential as Strategy Execution Builds Organic growth Faster growth in attractive end markets and regions like Asia Selective acquisitions Access faster growing end markets and generate synergies Strategy Potential Aftermarket growth Higher margins, less cyclical Margin improvement Reduce costs and drive operational excellence $ Innovative products Expand share with proprietary products

7 Agenda Preface Position Progress Potential

8 Leading Market Presence Global leader in major products Industrial Products Group 54% of revenues* Compressors (>50psi) Blowers (<50psi) Engineered Products Group 46% of revenues* Petroleum pumps Liquid ring pump packages Loading arms OEM compressors and pumps * Revenues for first quarter ending March 31, 2011

9 Gardner Denver: A Truly Global Presence Revenues by Geography Canada 4% United States 35% Latin America 3% Europe 35% Other 7% Asia 16% 1st Qtr East 3 97 1st Qtr East 7 93 9 (2010 Revenues)

10 Exposure to a Wide Range of Global Industries and Applications Industrial Products Group (2) Engineered Products Group (2) (2010 Revenues) (2) See note on slide 30

11 Well Established Sales Channels Industrial Products Group (2) Engineered Products Group (2) Primarily standard configuration products Primarily products designed for specific customer applications (2010 Revenues) (2) See note on slide 30

12 Businesses to Capitalize on all Stages of the Economic Cycle Early Cycle (1-18 months) Late Cycle (36+ months) Mid Cycle (18-36 months) Engineered packages Industrial air compressors OEM Aftermarket

Economic Indicator Outlook Today Market Outlook Snapshot U.S. Industrial Production E.U. Industrial Production Oil and Gas China growth OEM applications Stable to positive; aftermarket products and services driven Well servicing and drilling pump demand strong Positive Positive Six months ago 13

14 Agenda Preface Position Progress Potential

15 Five Point Growth Strategy for the Future 2. Aftermarket growth 3. Innovative products 4. Selective acquisitions 5. Margin improvements 1. Organic growth CUSTOMERS SHAREHOLDERS EMPLOYEES Innovation High Velocity VALUE COMMITMENT RESOURCES Employee development - a key enabler

16 Strategy #1: Organic Growth Progress Order rates ? gaining ground Channel leverage CompAir and Gardner Denver compressors Expanding in faster growing markets Asia Pacific, Brazil, India Future Focus New higher-growth markets Medical Life sciences Environment New innovative products Aftermarket

17 Strategy #2: Aftermarket Growth Progress Future Focus Broaden direct service and remanufacture capabilities Monitoring functionality Design in proprietary features Extended warranties Aftermarket % of total revenues

18 Strategy #3: Innovative Products Progress Voice of customer ? differentiates products from competition Value proposition based on customer needs Product launches across multiple divisions demonstrate success Example: Revolutionary Offshore PZ-2400 Drilling Pump

19 Strategy #3: Innovative Products Future Focus Continue to incorporate voice of the customer to drive innovation Global input from customer Establish appropriate company priorities Test concepts Assess feasibility and commercial viability Engage customer commitment Rigorous customer- driven process

20 Strategy #4: Selective Acquisitions Progress Environment improving Acquired ILMVAC in 3Q10 Strengthened balance sheet to enable future financing Proven track record Future Building pipeline of opportunities in large global markets Adding portfolios of product technologies serving growth industries

21 Strategy #5: Margin Improvement Progress Reduced manpower by 2,300 or 27% since October 2008 CompAir integrated 8 facility rationalizations 28 SAP R/3 or Business One implementations Cumulative Annual Savings from Facility Rationalizations (invested $70M to realize savings)

22 Strategy #5: Margin Improvement - Industrial Products Group Adjusted Operating Margin(1) Goal "14 x 14" Adding 150 BPS annually going forward $0.21 DEPS per year (based on 2009 revenues) Three key elements Restructuring Productivity Sourcing (1) See note on slide 30

23 Strategy #5: Margin Improvement - Engineered Products Group Increasing Adjusted Operating Margins(1) (1) See note on slide 30 Adding 50 BPS per year 2011-2014 Three key elements Restructuring Productivity Sourcing

24 Agenda Preface Position Progress Potential

25 The Gardner Denver Way and Why it is Delivering Such Powerful Results Why Such Powerful Results CUSTOMERS SHAREHOLDERS EMPLOYEES Innovation High Velocity VALUE COMMITMENT RESOURCES The Gardner Denver Way Opportunity-rich environment Extremely fast adoption Corporate culture Beyond shop-floor applications

Improvements in Inventory Turns Leads to Higher ROIC Inventory Turnover Target 7 to 8 turns 0.5 turn improvement per year Will free up ~$60M additional cash (2) Will add 80 BPS to pre-tax ROIC (2,3) (2),(3) See notes on slide 30 26

27 Solid Balance Sheet and Cash Flow Liquidity* - cash, unused credit $353M Debt to total capitalization Free cash flow** LTM 1Q11 93% of Net Income $187M Cash to be applied to: Acquisitions Share buybacks Debt repayments Dividends * Liquidity as of March 31, 2011 was $478M. On May 2, 2011, GDI redeemed all $125M of its 8% Senior Subordinated Notes due 2013, reducing liquidity by $125M. ** Free cash flow is defined as "cash flow provided by operating activities, less capital expenditures." 18.1%

28 WHY INVEST IN GARDNER DENVER Delivering Growth Today for the Future Today: Profit Expansion Despite Economic Headwinds Upside from faster growing markets Early stages of margin expansion initiative Growing aftermarket Innovation contributions Strong cash flow Future: Exceptional Potential as Strategy is Executed Multi-year margin expansion Higher organic growth Less-cyclical revenue profile Selective acquisitions Improved ROIC

29 Investor Presentation May 2011

Presentation Notes Note 1: Adjusted Operating Income, Adjusted Operating Margins, Adjusted Net Income and Adjusted DEPS are financial measures that are not in accordance with US GAAP. Adjusted Operating Income, Adjusted Operating Margins and Adjusted DEPS excludes the net impact of expenses incurred for profit improvement initiatives, non- recurring items and impairment charges. Adjusted net income is net income excluding non-cash impairment charges, net of related changes in deferred tax assets and liabilities. Gardner Denver believes the non-GAAP financial measure of Adjusted Operating Income, Adjusted Operating Margins, Adjusted Net Income and Adjusted DEPS provide important supplemental information to both management and investors regarding financial and business trends used in assessing its results of operations. Gardner Denver believes excluding the specified items from the aforementioned financial measures provides a more meaningful comparison to the corresponding prior year periods and internal budgets and forecasts, assists investors in performing analysis that is consistent with financial models developed by investors and research analysts, provides management with a more relevant measurement of operating performance, and is more useful in assessing management performance. Note 2: Company estimates Note 3: Pre-tax ROIC is defined as earnings before interest and taxes divided by average capital. 30