S-8

As filed with the Securities and Exchange Commission on November 12, 2008

Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GARDNER DENVER, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	76-0419383 (I.R.S Employer Identification No.)
1800 Gardner Expressway, Quincy, Illinois (Address of Principal Executive Offices)	62305 (Zip Code)

Gardner Denver, Inc. Long-Term Incentive Plan, As Amended and Restated

(Full title of the plan)

Diana C. Toman, Esq.
Senior Counsel and Corporate Secretary
Gardner Denver, Inc.
1800 Gardner Expressway
Quincy, IL 62305
Telephone: (217) 222-5400
Facsimile: (217) 221-8728

Copies to:

Laura Kalesnik, Esq.
Fulbright & Jaworski L.L.P.
2200 Ross Ave., Suite 2800
Dallas TX 75201-2784
Telephone: (214) 855-8000
Facsimile: (214) 855-8200

(Name, address, and telephone number, including area code, of agent for service)

     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

CALCULATION OF REGISTRATION FEE

		Proposed maximum
Title of securities	Amount to be	offering price		Proposed maximum		Amount of
to be registered	registered (1)	per share (2)		aggregate offering price (2)		registration fee (2)
Common Stock, $0.01 par value per share	1,500,000 shares	$	24.15	$	36,225,000	$	1,423.64

(1)

1,500,000 shares of Gardner Denver, Inc.’s common stock, $0.01 par value per share (the “Common Stock”), are to be offered and sold under the Gardner Denver, Inc. Long-Term Incentive Plan, as amended and restated. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an additional indeterminable number of shares as may be necessary to adjust the number of shares being offered or issued pursuant to the plan as a result of stock splits, stock dividends or similar transactions.

(2)

Pursuant to Rule 457(c) and (h) under the Securities Act, the offering price is estimated solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is estimated to be $24.15, based upon the average of the high and low sales price of the Common Stock, as reported by the New York Stock Exchange on November 11, 2008.

TABLE OF CONTENTS

PART II
	ITEM 5. Interest of Named Experts and Counsel.
	ITEM 8. Exhibits.
	ITEM 9. Undertakings.
SIGNATURES
EXHIBIT 5.1
EXHIBIT 23.2
EXHIBIT 24.1

EXPLANATORY NOTE

     This Registration Statement on Form S-8 is filed by Gardner Denver, Inc. (the “Company”) to register an additional 1,500,000 shares of Common Stock that may be offered and sold to participants under the Gardner Denver, Inc. Long-Term Incentive Plan, As Amended and Restated (the “Plan”). The Company has previously filed registration statements on Form S-8 (the “Prior Registration Statements”) relating to the issuance of shares of Common Stock under the Plan on June 2, 2004 (Registration No. 333-116108), May 21, 2001 (Registration No. 333-61314), November 3, 1999 (Registration No. 333-84397), as amended by post-effective amendment No. 1 filed on November 5, 1999 (Registration No. 333-84397), April 10, 1997 (Registration No. 333-24921), and April 11, 1995 (Registration No. 333-91088). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of the Prior Registration Statements are modified as set forth in this Registration Statement.

     There are 10,000,000 shares of Common Stock reserved for issuance under the Plan, of which 8,500,000 shares are registered under the Prior Registration Statements and 1,500,000 shares are registered under this Registration Statement. These share amounts have been adjusted to reflect a 2-for-1 stock split that occurred on June 1, 2006.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 5. Interest of Named Experts and Counsel.

     The validity of the shares of Common Stock being registered pursuant hereto has been passed upon by Jeremy T. Steele, Esq., Vice President, General Counsel and Assistant Secretary of the Company. Mr. Steele, a full-time employee of the Company, beneficially owns 417 shares of the Company’s Common Stock.

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ITEM 8. Exhibits.

Exhibit No.	Exhibit Description
4.1	Certificate of Incorporation of Gardner Denver, Inc., as amended on May 3, 2006, filed as Exhibit 3.1 to Gardner Denver, Inc.’s Current Report on Form 8-K, filed May 3, 2006 (SEC File No. 001-13215), and incorporated herein by reference
4.2	Bylaws of Gardner Denver, Inc., as amended on July 29, 2008, filed as Exhibit 3.2 to Gardner Denver, Inc’s Current Report on Form 8-K, filed November 4, 2008 (SEC File No. 001-13215), and incorporated herein by reference
4.3	Gardner Denver, Inc. Long-Term Incentive Plan, Amended and Restated, as effective on November 3, 2008, filed as Exhibit 10.1 to Gardner Denver, Inc.’s Current Report on Form 8-K, filed November 10, 2008 (SEC File No. 001-13215), and incorporated herein by reference
5.1*	Opinion of Jeremy T. Steele, Esq., regarding legality of securities being registered hereunder
23.1*	Consent of Jeremy T. Steele, Esq. (contained in Exhibit 5.1)
23.2*	Consent of KPMG LLP
24.1*	Power of Attorney

* Filed herewith

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;

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

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

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (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.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 November 12, 2008.

GARDNER DENVER, INC.
By:	/s/ Barry L. Pennypacker
	Barry L. Pennypacker
	President and Chief Executive Officer

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     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Barry L. Pennypacker Barry L. Pennypacker	President, Chief Executive Officer and Director (Principal Executive Officer)	November 12, 2008
/s/ Helen W. Cornell Helen W. Cornell	Executive Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	November 12, 2008
/s/ David J. Antoniuk David J. Antoniuk	Vice President and Corporate Controller (Principal Accounting Officer)	November 12, 2008
* Frank J. Hansen	Chairman of the Board of Directors	November 12, 2008
* Donald G. Barger	Director	November 12, 2008
* Raymond R. Hipp	Director	November 12, 2008
* David D. Petratis	Director	November 12, 2008
* Diane K. Schumacher	Director	November 12, 2008
* Charles L. Szews	Director	November 12, 2008
* Richard L. Thompson	Director	November 12, 2008

*By:	/s/ Diana C. Toman
	Diana C. Toman
	Attorney-in-Fact

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
4.1	Certificate of Incorporation of Gardner Denver, Inc., as amended on May 3, 2006, filed as Exhibit 3.1 to Gardner Denver, Inc.’s Current Report on Form 8-K, filed May 3, 2006 (SEC File No. 001-13215), and incorporated herein by reference
4.2	Bylaws of Gardner Denver, Inc., as amended on July 29, 2008, filed as Exhibit 3.2 to Gardner Denver, Inc’s Current Report on Form 8-K, filed November 4, 2008 (SEC File No. 001-13215), and incorporated herein by reference
4.3	Gardner Denver, Inc. Long-Term Incentive Plan, Amended and Restated, as effective on November 3, 2008, filed as Exhibit 10.1 to Gardner Denver, Inc.’s Current Report on Form 8-K, filed November 7, 2008 (SEC File No. 001-13215), and incorporated herein by reference
5.1*	Opinion of Jeremy T. Steele, Esq., regarding legality of securities being registered hereunder
23.1*	Consent of Jeremy T. Steele, Esq. (contained in Exhibit 5.1)
23.2*	Consent of KPMG LLP
24.1*	Power of Attorney

* Filed herewith

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EX-5.1

Exhibit 5.1

Jeremy T. Steele
Vice President, General Counsel &
Assistant Secretary

November 12, 2008

Board of Directors
Gardner Denver, Inc.
1800 Gardner Expressway
Quincy, IL 62305

Re: Registration Statement on Form S-8

Ladies and Gentleman:

     I refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on behalf of Gardner Denver, Inc., a Delaware corporation (the “Company”), relating to 1,500,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), issuable pursuant to the Gardner Denver, Inc. Long-Term Incentive Plan, as amended and restated (the “Plan”).

     As counsel to the Company, I have examined such corporate records, other documents and such questions of law as I have deemed necessary or appropriate for the purposes of this opinion and, upon the basis of such examinations, advise you that in my opinion the 1,500,000 shares of Common Stock issuable pursuant to the Plan have been duly and validly authorized and, subject to the issuance of such shares and payment therefor in accordance with the Plan, such shares will be validly issued, fully paid and non-assessable.

     I consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. This consent is not to be construed as an admission that I am a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.

Very truly yours,
 

/s/ Jeremy T. Steele  

Jeremy T. Steele, Esq. 

Vice President, General Counsel and Assistant
Secretary 

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Gardner Denver, Inc.:

We consent to the use of our reports dated February 28, 2008, with respect to the consolidated balance sheets of Gardner Denver, Inc. (the Company) as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity, cash flows and comprehensive income for each of the years in the three-year period ended December 31, 2007 and the effectiveness of internal control over financial reporting as of December 31, 2007, incorporated herein by reference.

As discussed in Notes 1 and 12 to the consolidated financial statements, effective January 1, 2007, the Company adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standard No. 109.

As discussed in Notes 1 and 9 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, as of December 31, 2006.

As discussed in Notes 1 and 13 to the consolidated financial statements, effective January 1, 2006 the Company adopted the fair value method of accounting for stock-based compensation as required by SFAS No. 123 (Revised 2004), Share-Based Payment.

/s/ KPMG LLP  

St. Louis, Missouri
November 12, 2008

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that the undersigned directors of Gardner Denver, Inc., a Delaware corporation (the “Company”), hereby constitute and appoint Jeremy T. Steele and Diana C. Toman, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file the Company’s registration statement or statements on Form S-8 with the Securities and Exchange Commission (the “Commission”), and any and all amendments, post-effective amendments and supplements thereto, and any amendments and supplements to any of the Company’s effective Form S-8 registration statements and any and all instruments and documents filed as a part of or in connection with said registration statement or statements or any amendments thereto, covering shares of the Company’s common stock to be issued under the Gardner Denver, Inc. Long-Term Incentive Plan, as amended and restated; granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 4^th day of November, 2008.

/s/ Barry L. Pennypacker  

Barry L. Pennypacker 

/s/ Frank J. Hansen  

Frank J. Hansen 

/s/ Donald G. Barger  

Donald G. Barger 

/s/ Raymond R. Hipp  

Raymond R. Hipp 

/s/ David D. Petratis  

David D. Petratis 

/s/ Diane K. Schumacher  

Diane K. Schumacher 

/s/ Charles L. Szews  

Charles L. Szews 

/s/ Richard L. Thompson  

Richard L. Thompson