-----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, C8kEcy828lzc4LN+HivsTKx7CU8FKpUjenApIA3YLTBnVPnC7/xQeNzAE1QnGt5M JbDlvXat57XX78BOquiOrg== 0001068800-04-000376.txt : 20040602 0001068800-04-000376.hdr.sgml : 20040602 20040602172038 ACCESSION NUMBER: 0001068800-04-000376 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040602 EFFECTIVENESS DATE: 20040602 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-116108 FILM NUMBER: 04845178 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 S-8 1 gards8.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June 2, 2004 Registration No. 333- ============================================================================ 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 76-0419383 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1800 GARDNER EXPRESSWAY QUINCY, ILLINOIS 62305 (Address of Principal Executive Offices) (Zip Code) GARDNER DENVER, INC. LONG-TERM INCENTIVE PLAN GARDNER DENVER, INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the Plans) TRACY D. PAGLIARA VICE PRESIDENT, ADMINISTRATION, GENERAL COUNSEL AND SECRETARY 1800 GARDNER EXPRESSWAY QUINCY, ILLINOIS 62305 (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 (1) share (2) price fee (3) - ------------------- -------------- --------- --------- --------- Common Stock, $.01 par value per share 1,000,000 shares $ 26.04 $26,040,000 $3,299.27 - ----------------------------------------------------------------------------------------------------- (1) Represents (a) the additional number of shares available for issuance under the Long-Term Incentive Plan, as amended, for which registration statements on Form S-8 (Reg. No. 33-91088, 333-24921, 333-84397 and 333-61314) were filed with the Securities and Exchange Commission on April 11, 1995, April 10, 1997, August 3, 1999 and May 21, 2001, respectively, (b) the additional number of shares available for issuance under the Employee Stock Purchase Plan, as amended, for which registration statements on Form S-8 (Reg. No. 333-24921 and 333-61314) as filed with the Securities and Exchange Commission on April 10, 1997 and May 21, 2001, 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"). (2) 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 is based upon the average of the high and low prices per share of the Registrant's Common Stock as reported by the New York Stock Exchange, Inc. on May 27, 2004. (3) The registration fee has been calculated pursuant to Section 6(b) of the Securities Act as follows: 0.01267% of $26,040,000, the Proposed Maximum Aggregate Offering Price of the shares of stock registered hereby.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information specified by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933 and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plans covered by this registration statement as required by Rule 428(b). 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"), on April 10, 1997, a registration statement on Form S-8 (Registration No. 333-24921) (the "1997 Form S-8"), on August 3, 1999, a registration statement on Form S-8 (Registration No. 333-84397) (the "1999 Form S-8"), and on May 21, 2001, a registration statement on Form S-8 (Registration No. 333-61314) (the "2001 Form S-8") relating to securities offered under the Registrant's Long-Term Incentive Plan, as amended (the "LTIP Plan"). The 1997 Form S-8 and 2001 Form S-8 also related to securities offered under the Registrant's Employee Stock Purchase Plan, as amended (the "ESP Plan"). The contents of the 1995 Form S-8, the 1997 Form S-8, the 1999 Form S-8, and the 2001 Form S-8, including exhibits thereto, are incorporated herein by reference with respect to the LTIP Plan and ESP 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"); (b) The Registrant's latest quarterly report on Form 10-Q and all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; and (c) 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. II-1 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. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Delaware General Corporation Law permits the indemnification by a Delaware corporation of its directors, officers, employees and other agents against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement and in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than derivative actions which are by or in the right of the corporation) if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The Company's certificate of incorporation provides that each person who was or is made a party to, or is involved in, any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company (or was serving at the Company's request as a director or officer for another entity) while serving in such capacity will be indemnified and held harmless by the Company to the full extent authorized or permitted by Delaware law. The certificate of incorporation also provides that no director will be personally liable to the Company or its II-2 stockholders for monetary damages for any breach of fiduciary duty by such a director as a director to the full extent authorized or permitted by Delaware law. A director, however, will be liable to the extent provided by applicable law for: 1. any breach of the directors' duty of loyalty to the Company or its stockholders; 2. acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; 3. violations of Section 174 of the Delaware General Corporation Law; or 4. any transaction from which the director derived an improper personal benefit. 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 See the Exhibit Index. 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); II-3 (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 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 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 June 2, 2004. GARDNER DENVER, INC. By: /s/ Ross J. Centanni -------------------------- Ross J. Centanni, Chairman, President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Gardner Denver, Inc., hereby severally and individually constitute and appoint Tracy D. Pagliara the true and lawful attorney and agent of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Registration Statement on Form S-8 and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, said attorney and agent to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorney and agent and each of them to any and all such amendments and instruments. 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 June 2, 2004.
Signature Title --------- ----- /s/ Ross J. Centanni Chairman, President, Chief Executive, - ---------------------------------------- Officer, Director Ross J. Centanni /s/ Philip R. Roth Vice President, Finance and Chief - ---------------------------------------- Financial Officer (Principal Philip R. Roth Financial Officer) /s/ Daniel C. Rizzo, Jr. Vice President and Corporate Controller - ---------------------------------------- (Chief Accounting Officer) Daniel C. Rizzo, Jr. /s/ Donald G. Barger, Jr. Director - ---------------------------------------- Donald G. Barger, Jr. II-5 /s/ Frank J. Hansen Director - ---------------------------------------- Frank J. Hansen /s/ Raymond R. Hipp Director - ---------------------------------------- Raymond R. Hipp /s/ Thomas M. McKenna Director - ---------------------------------------- Thomas M. McKenna /s/ Diane K. Schumacher Director - ---------------------------------------- Diane K. Schumacher /s/ Richard L. Thompson Director - ---------------------------------------- Richard L. Thompson
II-6 FORM S-8 GARDNER DENVER, INC. EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 4.7 Gardner Denver, Inc. Long-Term Incentive Plan, as amended, filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed on May 10, 2004, and incorporated herein by reference. 4.8 Gardner Denver, Inc. Employee Stock Purchase Plan, as amended, filed as Exhibit 10.17 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed on May 10, 2004, and incorporated herein by reference. 5.5 Opinion of Schmiedeskamp, Robertson, Neu & Mitchell. 23.9 Consent of KPMG LLP. 23.10 Consent of Schmiedeskamp, Robertson, Neu & Mitchell (included in Exhibit 5.5). 24.5 Power of Attorney (included on signature page of Registration Statement). EX-5.5 2 exh5p5.txt Exhibit 5.5 June 2, 2004 Board of Directors Gardner Denver, Inc. 1800 Gardner Expressway Quincy, Illinois 62301 Re: Registration Statement on Form S-8 Long-Term Incentive Plan, as amended Employee Stock Purchase Plan, as amended Ladies and Gentlemen: We have served as counsel to Gardner Denver, 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 750,000 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 "LTIP Plan"), and 250,000 shares of Common Stock (the 750,000 shares and 250,000 shares, collectively, the "Shares") reserved for issuance in accordance with the Company's Employee Stock Purchase Plan, as amended (the "ESP Plan") (the LTIP Plan and the ESP 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. Board of Directors Gardner Denver, Inc. June 2, 2004 Page Two 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 /s/ Schmiedeskamp, Robertson, Neu & Mitchell EX-23.9 3 exh23p9.txt Exhibit 23.9 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this registration statement on Form S-8 of Gardner Denver, Inc. of our report dated January 30, 2004, with respect to the consolidated balance sheets of the company as of December 31, 2003 and 2002, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the years in the two-year period ended December 31, 2003, which report appears in the December 31, 2003 annual report on Form 10-K of the Company. Our report refers to a change in accounting for goodwill and other intangible assets for the year ended December 31, 2002. KPMG LLP St. Louis, Missouri May 28, 2004 -----END PRIVACY-ENHANCED MESSAGE-----