-----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, JHf0Nl7VsrLZvctOrx+25mGiAkxT3SC8bcF2FJUz27lhA+rPQXIQXT1JrwleC8rf nhHRc4sef7A2YzMiApLuhQ== 0001068800-06-000155.txt : 20060223 0001068800-06-000155.hdr.sgml : 20060223 20060223151635 ACCESSION NUMBER: 0001068800-06-000155 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060219 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060223 DATE AS OF CHANGE: 20060223 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: 06639338 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, DC 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) February 19, 2006 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): [ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On February 19, 2006, Gardner Denver, Inc. (the "Company") entered into an arrangement with Michael S. Carney, the Company's Vice President and General Manager, Blower Division, for expatriate assignment to the Company's location in Schopfheim, Germany. A copy of the letter confirming this arrangement is furnished with this report as Exhibit 10.1 to this Form 8-K and incorporated by reference herein. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Expatriate Assignment Letter for Michael S. Carney, executed February 19, 2006 - 2 - 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: February 23, 2006 By: /s/ Tracy D. Pagliara ------------------------------- Tracy D. Pagliara Vice President, Administration, General Counsel and Secretary - 3 - EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------------------------------------------- 10.1 Expatriate Assignment Letter for Michael S. Carney, executed February 19, 2006 - 4 - EX-99.1 2 ex99p1.txt Exhibit 99.1 February 14, 2006 Michael S. Carney 124 Sweetwater Oaks Peachtree City, GA 30629 USA Dear Mike, This letter will serve to confirm the elements of your expatriate assignment. It is intended that your assignment will be effective on or about January 5, 2006 and shall remain in effect until terminated by either party upon ninety (90) days prior written notice to the other party. Notwithstanding this, except for cause, neither party may provide notice of termination prior to March 31, 2007. You will be based in Schopfheim, Germany as a Gardner Denver, Inc. international assignee on a temporary assignment, with repatriation to Peachtree City, GA, United States, your point of origin, or reassignment to another location based upon business needs of the Company. The terms and conditions of your assignment are summarized in this document and the following attachments: o Relocation Acknowledgment Clause o International Assignment Tax Equalization Agreement o Summary of International Assignment Provisions This letter, together with its attachments, states our entire understanding of your assignment. However, this letter does not modify, amend or supersede written Gardner Denver, Inc. agreements and policies that are consistent with enforceable provisions of this letter. You should not sign this letter unless you understand it. While it is not the intention of the Company to do so, some listed provisions may be changed from time to time as legal requirements may dictate, new practices may require or for other reasons at the discretion of the Company. In the event this should happen, notification will be provided. If questions should arise concerning any provision listed or any subsequent revisions to policies applicable to employees on international assignment, you are urged to consult with your International Assignment Consultant, Josi Mariano at Cendant Mobility, or Charles E. Schaut, VP Human Resources. You will be an employee of the home country company, paid on the home country payroll. Salary actions, including timing and amounts of increases, will be consistent with the salary program in effect in your home country. While on assignment, incentive payments will be administered and paid according to the programs in the payroll country. While you are on International Assignment, Gardner Denver, Inc. will provide you with a Goods & Services Allowance for the duration of your assignment. This payment is designed to offset the additional cost of goods and services between Peachtree City and Schopfheim (using Basel, Switzerland tables). This payment will be a supplement to your cash compensation and will not be considered a part of your normal base salary. Semi-annual updates will occur to adjust the Allowance up or down if necessary. Revision of the G&S Allowance will also be brought about by 10% changes in the exchange rate (up or down) between the point of origin and host locations. Life insurance, retirement plans, disability and healthcare coverage will be provided from your payroll country while on assignment. During your pre-assignment consultation you will be provided further details regarding how your medical coverage is affected by your international assignment. Your assignment is conditional upon the issue and maintenance of valid residency, work and/or any other permits necessary to legally reside and work in Germany. Gardner Denver, Inc. will not guarantee the length of any international assignment. Your assignment will continue as long as mutually acceptable. A long-term assignment is expected to be for a period of less than three years. The actual time will vary and may be impacted by personal emergencies, Company business circumstances or performance. Upon the conclusion of your assignment in Germany, you will receive a repatriation package which will include (i) an en-route travel allowance for you and your family and (ii) a miscellaneous expense allowance. We will also repatriate you by attempting to secure a similar position for you at one of Gardner Denver's U.S. locations. In the event that no such position is available, we would then provide you with twelve (12) months of severance pay. Any disputes under this letter that cannot be resolved through negotiations between the parties shall be finally resolved by arbitration under the Commercial Arbitration Rules of the American Arbitration Association, which Rules are deemed to be incorporated by reference herein. The number of arbitrators shall be 1. The seat, or legal place, of arbitration shall be Chicago, Illinois. The governing law of this letter shall be the internal law of the State of Illinois, USA, without regards to conflict of laws principles. Judgment upon the award rendered by the arbitrator shall be deemed final, binding and non-appealable. Please acknowledge receipt of this letter and agreement with its terms by signing the two originals and returning one to the person listed below. Sincerely yours, /s/ Ross J. Centanni February 14, 2006 - ------------------------------------------- Signature Date Ross J. Centanni President, CEO & Chairman of the Board ============================================================================== ACKNOWLEDGE AND CONCUR: /s/ Michael S. Carney February 19, 2006 ------------------------------------------------------ Michael S. Carney Date ............................................................................... This signature denotes that you have read and understood the Assignment Letter. Return one original to: Charles E. Schaut ============================================================================== Page 2 February 14, 2006 Michael S. Carney 124 Sweetwater Oaks Peachtree City, GA 30629 USA RELOCATION ACKNOWLEDGMENT CLAUSE -------------------------------- I understand and agree that all relocation/allowance payments made to me or on my behalf by Gardner Denver, Inc. prior to completing one year of employment in the new assignment are in the nature of an advance, that is, I have not earned those payments until I have completed one year of employment in the new assignment. In the event I resign, Gardner Denver, Inc. will not assume the cost for return transportation to the home country or return shipment of furniture, household goods, or personal effects except where mandated by law. Should I choose to remain in the host location, my tax equalization calculation will assume that I left the country within 30 days of separation. Should I resign within the first 12 months I will be required to repay a prorated portion of the relocation/assignment costs. In the event of involuntary termination due to performance issues and/or job restructuring, no reimbursement is required. If my employment with Gardner Denver, Inc. terminates prior to one year of service in the new assignment, at the time of termination of my employment I authorize Gardner Denver, Inc. to withhold from my final paycheck any assignment related monies due to Gardner Denver, Inc. in accordance with the formula stated above. In the event the amount I owe Gardner Denver, Inc. is greater than the amount of my final paycheck, I agree to pay the balance in full to Gardner Denver, Inc. within thirty (30) days of my termination date. /s/ Michael S. Carney February 19, 2006 - ---------------------------------------- --------------------------------- Michael S. Carney Signature Date Page 3 GARDNER DENVER, INC. -------------------- INTERNATIONAL ASSIGNMENT TAX EQUALIZATION AGREEMENT --------------------------------------------------- I understand and agree that Gardner Denver, Inc. will reduce my compensation by an estimated hypothetical tax. The estimated hypothetical tax is an amount which approximates my periodic estimated tax deductions calculated with reference to compensation, benefits, deductions and credits otherwise available to me had I remained in my home country, except as otherwise provided in this Agreement. In return, Gardner Denver, Inc. will advance wages that I have not yet earned to assist with the payment of my actual home and host country tax liabilities within the limits prescribed by this Agreement. I understand that these wage advances provided by Gardner Denver, Inc. for payment of taxes constitutes an obligation by me to Gardner Denver, Inc., which will be reconciled with the final liabilities that are Gardner Denver, Inc.'s responsibility through the annual tax equalization settlement calculation. After completion of the tax equalization settlement statement for each taxable year, I agree to repay any obligation for each taxable year within thirty (30) days. If I fail to repay any obligation to Gardner Denver, Inc. within thirty (30) days after completion of the tax equalization settlement statement, then, unless Gardner Denver, Inc. and I have agreed otherwise in writing, Gardner Denver, Inc. shall have the right to: a) reduce any foreign assignment allowances or reimbursements due to me, and/or b) reduce future amounts paid to me whether as wages, salary or other compensation for services performed in light of my having received wage advances that I have not yet earned. The total obligation will become immediately due and payable if my employment with Gardner Denver, Inc. or any of its affiliate corporations is terminated, whether voluntarily or involuntarily. If I fail to furnish tax records in response to a request by Gardner Denver, Inc. pursuant to this Agreement, or cease employment with Gardner Denver, Inc. or any of its subsidiaries for any reason before the tax records needed to complete the year-end tax equalization settlement statement under this Agreement are available, then Gardner Denver, Inc. shall have the right to calculate such amounts by making reasonable assumptions of probable taxes. If an amount is owed to Gardner Denver, Inc., Gardner Denver, Inc. shall also have the right to require immediate payment of such amount, including the right to reduce future amounts paid to me whether as wages, salary or other compensation for services performed in light of my having received wage advances that I have not yet earned, unless Gardner Denver, Inc. and I have agreed otherwise in writing. Any questions concerning this Agreement with Gardner Denver, Inc. have been fully explained to my satisfaction. I accept that all interpretations under this agreement shall be controlled by Gardner Denver, Inc. Gardner Denver, Inc. shall have the right and privilege at any time it deems necessary and proper to amend, add, or delete provisions to and from the Tax Equalization Agreement without prior notice. I understand and agree that all tax positions affecting income, deductions and credits outside the scope of the Agreement (i.e., amounts not covered under the Tax Equalization process) are the responsibility of the employee. Gardner Denver, Inc. is not liable for any taxes, penalties, or interest resulting from a successful challenge by any tax authority of any item not covered under the Tax Equalization process. In addition, I understand the employee is fully responsible for all penalties and interest charges assessed by any tax authority due to the employee's failure to (1) provide information to Rubin Brown LLP in a timely basis, (2) notify Rubin Brown LLP of any significant personal income or investment transactions, or (3) cooperate with Gardner Denver, Inc. with respect to the tax equalization process. I acknowledge having understood the Tax Equalization Agreement of Gardner Denver, Inc. and understand the personal impact to this Agreement. By signing, I accept all terms and conditions of this Tax Equalization Agreement. Acknowledgment and acceptance: /s/ Michael S. Carney - ------------------------------- ----------------------------- Michael S. Carney Employee ID Number February 19, 2006 - ------------------------------- ----------------------------- Signature Date Page 4 Summary of International Assignment Provisions IA Name: Michael S. Carney Assignment Location: Schopfheim, Germany Payroll Location: Peachtree City, GA, USA Payroll Calendar: Semi-monthly / 24 pay periods per year
- ----------------------------------------------------------------------------------------------------------------------------------- AMOUNT IN HOME OR HOST COUNTRY CURRENCY FREQUENCY OF PAYMENT - ----------------------------------------------------------------------------------------------------------------------------------- BASE SALARY USD 263,000.00 per annum USD 10,958.33 per pay period - ----------------------------------------------------------------------------------------------------------------------------------- HYPOTHETICAL-TAX * USD (84,290.00) per annum USD (3,512.08) per pay period (Deduction) - ----------------------------------------------------------------------------------------------------------------------------------- DESTINATION SERVICES Direct billed to vendor by Cendant Mobility - ----------------------------------------------------------------------------------------------------------------------------------- SHIPMENT OF AUTO TO AND FROM GERMANY Paid directly to vendor by Cendant Mobility - ----------------------------------------------------------------------------------------------------------------------------------- VISA & IMMIGRATION Paid directly to vendor by Cendant Mobility - ----------------------------------------------------------------------------------------------------------------------------------- SHIPMENT OF GOODS TO AND FROM Paid directly to vendor by Cendant GERMANY AND FURNITURE RENTAL Mobility MAXIMUN USD 25,000 WHILE ON ASSIGNMENT DURING THE ASSIGNMENT - ----------------------------------------------------------------------------------------------------------------------------------- Economy airfare, expenses reimbursed upon EN-ROUTE TRAVEL submission to Cendant Mobility (approved assignment expense report form and receipts) - ----------------------------------------------------------------------------------------------------------------------------------- One-time payment of USD 3,000.00, per MAJOR APPLIANCE ALLOWANCE client authorization - ----------------------------------------------------------------------------------------------------------------------------------- MISCELLANEOUS RELOCATION PAYMENT Per Client authorization USD 10,958.33 through home payroll - ----------------------------------------------------------------------------------------------------------------------------------- GOODS & SERVICES ALLOWANCE USD 75,624.00 per annum USD 3,151.00 per pay period - ----------------------------------------------------------------------------------------------------------------------------------- TENANCY MANAGEMENT (Home Management Direct billed to Company Services) by Cendant Mobility - ----------------------------------------------------------------------------------------------------------------------------------- Page 5 - ----------------------------------------------------------------------------------------------------------------------------------- HOST COUNTRY HOUSING EUR 19,200.00 per annum EUR 800.00 per pay period (or paid ALLOWANCE ** direct to landlord by Cendant Mobility) - ----------------------------------------------------------------------------------------------------------------------------------- HOST UTILITIES Up to EUR 2,568.00 per annum EUR 107.00 per pay period - ----------------------------------------------------------------------------------------------------------------------------------- An automobile will be made available in AUTOMOBILE ALLOWANCE accordance with, and pursuant to, Gardner Denver's fleet policy. - ----------------------------------------------------------------------------------------------------------------------------------- EDUCATION Expenses reimbursed upon submission to Cendant based on actual invoices - ----------------------------------------------------------------------------------------------------------------------------------- Maximum allowance is USD 15,000 including economy airfare, hotel & car rental, ANNUAL HOME LEAVE expenses reimbursed upon submission to Cendant Mobility (approved assignment expense report form and receipts) - ----------------------------------------------------------------------------------------------------------------------------------- Arranged and paid by local management, or expenses reimbursed EMERGENCY TRAVEL upon submission to Cendant Mobility (approved assignment expense report form and receipts) - -------------------------------------------------------------------------------------------------------------------------------- Your International Assignment will be covered by the Gardner Denver, Inc. Tax Equalization Agreement. The Company's philosophy regarding tax equalization is that as an international assignee, you will neither materially gain nor lose from the difference in income and social tax costs between your home and host countries, within certain parameters. Gardner Denver, Inc. has retained an independent tax accounting firm, Rubin Brown LLP to provide assistance with the preparation of both your home and TAXES local country income tax returns and to prepare annual tax equalization calculations. Please contact James R. Ritts (314) 290-3400 to arrange a tax orientation meeting. Payment of allowances will not commence until you have met with Rubin Brown LLP and have completed all required steps necessary to implement a hypothetical tax withholding. Fees associated with personal financial planning and other tax services that you request from Rubin Brown LLP shall be borne by you personally. - ----------------------------------------------------------------------------------------------------------------------------------- Page 6 REPATRIATION (1) - ----------------------------------------------------------------------------------------------------------------------------------- REPATRIATION ALLOWANCE USD 10,958.33 per client authorization - ----------------------------------------------------------------------------------------------------------------------------------- Economy airfare, expenses reimbursed upon FINAL TRIP submission to Cendant Mobility (approved assignment expense report form and receipts) - ----------------------------------------------------------------------------------------------------------------------------------- * Estimate - actual hypothetical home country tax will be determined after your consultation with the Rubin Brown LLP. ** Host Country Housing Cost reflects rent/lease amount only. Any local tax or other fees are in addition to amount indicated. (1) While the Company cannot provide a guarantee of any specific assignment upon return to your home country, the Company will attempt to assign you to a position in keeping with both experience and performance.
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