-----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, Ae4o9wCyeGJ/Z8hR8b33lnq2A/1t5wpKGVUFD6N+g3/pNhfE9Hjyg/lupRO7icxh pmGJ/CtNcOzmYDJ2WhE5XA== 0001068800-04-000512.txt : 20040817 0001068800-04-000512.hdr.sgml : 20040817 20040816184852 ACCESSION NUMBER: 0001068800-04-000512 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040816 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040817 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: 04980317 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 gard8k.txt 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 16, 2004 GARDNER DENVER, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 1-13215 76-0419383 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 1800 GARDNER EXPRESSWAY QUINCY, ILLINOIS 62305 (Address of Principal Executive Offices and Zip Code) (217) 222-5400 (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ITEM 9. REGULATION FD DISCLOSURE. On August 16, 2004, Gardner Denver, Inc. (the "Company") issued a press release announcing certain organizational changes, including the: (1) resignation of Philip Roth as Vice President, Finance and CFO; (2) the appointment of Helen Cornell as the new Vice President, Finance and CFO; (3) the consolidation of the Fluid Transfer Division and Pump Division into the new Fluid Transfer Division; and (4) the appointment of Richard Steber as the Vice President and General Manager of the new Fluid Transfer Division. A copy of the press release is furnished with this report as Exhibit 99.1 to this Form 8-K and incorporated by reference herein. The information in this Item 9 and the exhibit attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 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. Dated: August 16, 2004 GARDNER DENVER, INC. By: /s/ Tracy D. Pagliara ------------------------ Tracy D. Pagliara Vice President, Administration, General Counsel & Secretary EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Gardner Denver, Inc. Press Release dated August 16, 2004 announcing certain organizational changes EX-99.1 2 ex99p1.txt Exhibit 99.1 [Gardner Denver logo] ============================================================================ PRESS RELEASE ============================================================================ - ---------------------------------------------------------------------------- FOR IMMEDIATE RELEASE - --------------------- August 16, 2004 Contact: Helen W. Cornell Vice President, Finance and CFO (217) 228-8209 GARDNER DENVER ANNOUNCES ORGANIZATIONAL CHANGES QUINCY, IL, (August 16, 2004) -- Gardner Denver, Inc. (NYSE: GDI) announced today the following organizational changes, which are effective immediately: 1. Philip Roth, Vice President, Finance and CFO, has resigned from Gardner Denver to pursue other interests. 2. Helen Cornell has been appointed to succeed Mr. Roth as Vice President, Finance and CFO. Mrs. Cornell formerly served as the Vice President and General Manager, Fluid Transfer Division and Operations Support. In her new role, she will also continue to lead the Operations Support function. 3. The Pump Division has been consolidated into the Fluid Transfer Division. This combined division will operate in the future as the Fluid Transfer Division and will continue to be reported as part of the Company's Fluid Transfer Products segment. 4. Richard Steber has been appointed Vice President and General Manager of the new Fluid Transfer Division. Mr. Steber previously served as the Vice President and General Manager of the former Pump Division. Ross Centanni, Chairman, President and Chief Executive Officer of Gardner Denver said, "We are excited about the formation of our new Fluid Transfer Division. All of the products of the former Fluid Transfer and Pump Divisions are used in fluid conveyance, and thus, logically fit into the same division. Combining all of these products under the new Fluid Transfer Division should enhance the efficiency and profitability of the Company's operations. We also wish Phil Roth the very best in his future personal and professional pursuits and thank him for his past service and leadership to Gardner Denver. We want to emphasize that his decision was not the result of any disagreements with the Company or its auditors regarding financial matters or the application of accounting principles and policies." ***** Gardner Denver, with 2003 revenues of $440 million ($578 million on a pro forma basis including Syltone), is a leading manufacturer of reciprocating, rotary and vane compressors and blowers for various industrial and transportation applications, pumps used in the petroleum and industrial markets and other fluid transfer equipment serving chemical, petroleum and food industries. Gardner Denver's news releases are available by visiting the Investor Relations page on the Company's website (www.gardnerdenver.com). 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 limitations, the expected effect on earnings from the acquisition. As a general matter, forward-looking statements are those focused upon anticipated events or trends and 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. These uncertainties and factors, including the Company's ability to successfully combine the former Pump and Fluid Transfer Divisions, could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements. For a complete list of such uncertainties and factors, please refer to the Company's Report on Form 10-Q for the Quarter Ended June 30, 2004, as filed with the Securities and Exchange Commission on August 9, 2004. ### -----END PRIVACY-ENHANCED MESSAGE-----