-----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, UZPb1qsXzNso0VbiuGnBQSVSMPFwtc+u4uf2a5h0xpUuIbYS3q5oHQl4PozQijk4 1G3/zNJsJ1vtRqqZpVgNXQ== 0001068800-99-000335.txt : 19990811 0001068800-99-000335.hdr.sgml : 19990811 ACCESSION NUMBER: 0001068800-99-000335 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990803 EFFECTIVENESS DATE: 19990803 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: SEC FILE NUMBER: 333-84397 FILM NUMBER: 99677108 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 GARDNER DENVER, INC. S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3,1999 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 62301 (Address of Principal Executive Offices) (Zip Code) GARDNER DENVER, INC. LONG-TERM INCENTIVE PLAN (Full title of the Plan) HELEN W. CORNELL VICE PRESIDENT, CORPORATE SECRETARY AND TREASURER 1800 GARDNER EXPRESSWAY QUINCY, ILLINOIS 62301 (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 SHARE PRICE FEE - ------------------- ------------- --------- --------- ------------ COMMON STOCK, $.01 PAR VALUE PER SHARE 500,000 $18.2188 $9,109,400 $2,532.41 - -------------------------------------------------------------------------------------- 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 AND 333-24921) WERE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 1995 AND APRIL 10, 1997, RESPECTIVELY AND (B) AN UNDETERMINABLE NUMBER OF SHARES WHICH MAY BECOME ISSUABLE PURSUANT TO ANTIDILUTION PROVISIONS OF THE PLAN, IN ACCORDANCE WITH RULE 416 UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). 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 JULY 30, 1999.
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") and on April 10, 1997, a registration statement on Form S-8 (Registration No. 333-24921) (the "1997 Form S-8") relating to securities offered under the Registrant's Long-Term Incentive Plan, as amended (the "Incentive Plan"). The contents of the 1995 Form S-8 and the 1997 Form S-8, including exhibits thereto, are incorporated herein by reference with respect to the Incentive 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) 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. 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 ("Delaware Law") authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breach of directors' fiduciary duty of care. The Company's Certificate of Incorporation limits the liability of directors of the Company to the Company or its stockholders to the fullest extent permitted by Delaware Law. The Company's Certificate of Incorporation provides indemnification rights to the fullest extent authorized by Delaware Law to any officer or director of the Company who, by reason of the fact that he or she is an officer or director of the Company, is involved in a legal proceeding of any nature. Under Delaware Law, indemnification is provided against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, provided certain conditions are satisfied. Such indemnification rights include reimbursement for expenses incurred by such officer or director in advance of the final disposition of such proceedings in accordance with the applicable provisions of Delaware Law. 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. 2 ITEM 8. EXHIBITS The following additional exhibits are filed as part of this Registration Statement or incorporated by reference herein. Exhibit Number Description - ------- ----------- 4.5 Gardner Denver, Inc. Long-Term Incentive Plan, as amended, filed as Exhibit 10.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed on March 30, 1999, and incorporated herein by reference. 5.3 Opinion of Schmiedeskamp, Robertson, Neu & Mitchell. 23.5 Consent of Arthur Andersen LLP. 23.6 Consent of Schmiedeskamp, Robertson, Neu & Mitchell (included in Exhibit 5.3). 24.3 Powers of Attorney. 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); (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. 3 (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. 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 August 3, 1999. GARDNER DENVER, INC. By /s/ Ross J. Centanni --------------------------------------- Ross J. Centanni, Chairman, President and Chief Executive Officer 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 August 3, 1999. 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. /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/ Alan E. Riedel Director - ---------------------------------- Alan E. Riedel 5 /s/ Michael J. Sebastian Director - ---------------------------------- Michael J. Sebastian /s/ Richard L. Thompson Director - ---------------------------------- Richard L. Thompson By: /s/ Helen W. Cornell - ---------------------------------- Helen W. Cornell Attorney-in-fact 6 FORM S-8 GARDNER DENVER, INC. EXHIBIT INDEX ------------- Exhibit Number Description - ------- ----------- 4.5 Gardner Denver, Inc. Long-Term Incentive Plan, as amended, filed as Exhibit 10.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed on March 30, 1999, and incorporated herein by reference. 5.3 Opinion of Schmiedeskamp, Robertson, Neu & Mitchell. 23.5 Consent of Arthur Andersen LLP. 23.6 Consent of Schmiedeskamp, Robertson, Neu & Mitchell (included in Exhibit 5.3). 24.3 Powers of Attorney. 7 EX-5.3 2 OPINION RE LEGALITY July 29, 1999 New York Stock Exchange, Inc. 20 Broad Street New York, NY 10005 Re: Gardner Denver, Inc. Application for Subsequent Listing of Common Stock Dear Sir or Madam: This opinion is furnished to you in connection with the attached Subsequent Listing Application (the "Application") of Gardner Denver, Inc., a Delaware corporation (the "Company"), for listing with the New York Stock Exchange, Inc. (the "Exchange"), upon official notice of issuance, 500,000 additional shares (the "Additional Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"), issuable to participants on the Company's Long-Term Incentive Plan (the "Plan"). The issuance of the Additional Shares was approved by the Company's stockholders at their Annual Meeting on May 4, 1999. In connection with this opinion, we have examined such corporate and other records of the Company, certificates of public officials and officers of Company, other documents and information and laws and regulations as we have deemed relevant, including the Company's Certificate of Incorporation, Bylaws and certain resolutions adopted by the Board of Directors 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, the authenticity of originals of all such latter documents and the correctness of the factual statements made by officers and representatives of the Company. Based solely on the foregoing, we are of the opinion that: New York Stock Exchange, Inc. July 29, 1999 Page 2 1. The Company has been duly incorporated and is validly existing in good standing as a corporation under the laws of the State of Delaware. 2. The issuance and delivery to Plan participants of the Additional Shares pursuant to the Plan have been duly authorized by all necessary corporate action on the part of the Company. 3. At a meeting held on May 4, 1999, the Board of Directors of the Company approved the listing on the Exchange of the Additional Shares and authorized the Company's transfer agent to serve in such capacity with respect to the Additional Shares. 4. At the Annual Meeting of Shareholders held on May 4, 1999, the Company's stockholders approved the issuance of the Additional Shares pursuant to the Plan. 5. The 500,000 Additional Shares issuable are duly and validly authorized, and when delivered in accordance with the Plan, will be validly issued and outstanding, fully paid and non-assessable, with no personal liability attached to the ownership thereof under the laws of Delaware, being the state of the Company's incorporation, or under the laws of Illinois, being the state in which the Company's principal office is located. 6. The Additional Shares have been registered under the Securities Act of 1933, as amended, under a Registration Statement on Form S-8 (file No. 333- ______) which was filed with the Securities and Exchange Commission and became effective on August 3, 1999. This opinion is being rendered to and for the benefit of the Exchange in connection with the Application, and may be relied upon only by the Exchange and by the Company's transfer agent, The First Chicago Trust Company of New York, in the performance of its duties with respect to the Additional Shares. We consent to the filing of this Opinion as an Exhibit to the Application. Very truly yours, Schmiedeskamp, Robertson, Neu & Mitchell Harold B. Oakley EX-23.5 3 CONSENT OF EXPERT CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 12, 1999 incorporated by reference in Gardner Denver, Inc.'s Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. Arthur Andersen LLP St. Louis, Missouri July 30, 1999 EX-24.3 4 POWERS OF ATTORNEY GARDNER DENVER, INC. LONG-TERM INCENTIVE PLAN Power of Attorney of Officers and Directors ------------------------------------------- The undersigned, an officer or director of Gardner Denver, Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for the purpose of registering 500,000 shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), issuable pursuant to the Company's Long-Term Incentive Plan, as amended, does hereby constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of them, with full power of substitution and resubstitution, as attorney or attorneys to execute and file on behalf of the undersigned, in his capacity as an officer or director of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission or any State blue sky authorities pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and any such substitution. Executed at St. Louis, Missouri, this 3rd day of August, 1999. --------- --------- /s/Richard L. Thompson ------------------------------- Richard L. Thompson GARDNER DENVER, INC. LONG-TERM INCENTIVE PLAN Power of Attorney of Officers and Directors ------------------------------------------- The undersigned, an officer or director of Gardner Denver, Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for the purpose of registering 500,000 shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), issuable pursuant to the Company's Long-Term Incentive Plan, as amended, does hereby constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of them, with full power of substitution and resubstitution, as attorney or attorneys to execute and file on behalf of the undersigned, in his capacity as an officer or director of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission or any State blue sky authorities pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and any such substitution. Executed at St. Louis, Missouri, this 3rd day of August, 1999. --------- --------- /s/Raymond R. Hipp ------------------------------- Raymond R. Hipp GARDNER DENVER, INC. LONG-TERM INCENTIVE PLAN Power of Attorney of Officers and Directors ------------------------------------------- The undersigned, an officer or director of Gardner Denver, Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for the purpose of registering 500,000 shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), issuable pursuant to the Company's Long-Term Incentive Plan, as amended, does hereby constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of them, with full power of substitution and resubstitution, as attorney or attorneys to execute and file on behalf of the undersigned, in his capacity as an officer or director of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission or any State blue sky authorities pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and any such substitution. Executed at St. Louis, Missouri, this 3rd day of August, 1999. --------- --------- /s/Frank J. Hansen ------------------------------- Frank J. Hansen GARDNER DENVER, INC. LONG-TERM INCENTIVE PLAN Power of Attorney of Officers and Directors ------------------------------------------- The undersigned, an officer or director of Gardner Denver, Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for the purpose of registering 500,000 shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), issuable pursuant to the Company's Long-Term Incentive Plan, as amended, does hereby constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of them, with full power of substitution and resubstitution, as attorney or attorneys to execute and file on behalf of the undersigned, in his capacity as an officer or director of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission or any State blue sky authorities pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and any such substitution. Executed at St. Louis, Missouri, this 3rd day of August, 1999. --------- --------- /s/Alan E. Riedel ------------------------------- Alan E. Riedel GARDNER DENVER, INC. LONG-TERM INCENTIVE PLAN Power of Attorney of Officers and Directors ------------------------------------------- The undersigned, an officer or director of Gardner Denver, Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for the purpose of registering 500,000 shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), issuable pursuant to the Company's Long-Term Incentive Plan, as amended, does hereby constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of them, with full power of substitution and resubstitution, as attorney or attorneys to execute and file on behalf of the undersigned, in his capacity as an officer or director of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission or any State blue sky authorities pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and any such substitution. Executed at St. Louis, Missouri, this 3rd day of August, 1999. --------- --------- /s/Michael J. Sebastian ------------------------------- Michael J. Sebastian GARDNER DENVER, INC. LONG-TERM INCENTIVE PLAN Power of Attorney of Officers and Directors ------------------------------------------- The undersigned, an officer or director of Gardner Denver, Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for the purpose of registering 500,000 shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), issuable pursuant to the Company's Long-Term Incentive Plan, as amended, does hereby constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of them, with full power of substitution and resubstitution, as attorney or attorneys to execute and file on behalf of the undersigned, in his capacity as an officer or director of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission or any State blue sky authorities pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and any such substitution. Executed at St. Louis, Missouri, this 3rd day of August, 1999. --------- --------- /s/Donald G. Barger, Jr. ------------------------------- Donald G. Barger, Jr. GARDNER DENVER, INC. LONG-TERM INCENTIVE PLAN Power of Attorney of Officers and Directors ------------------------------------------- The undersigned, an officer or director of Gardner Denver, Inc., a Delaware corporation (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933 (the "Act") a Registration Statement on Form S-8 (together with any and all subsequent amendments, including post-effective amendments, the "Registration Statement") for the purpose of registering 500,000 shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), issuable pursuant to the Company's Long-Term Incentive Plan, as amended, does hereby constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of them, with full power of substitution and resubstitution, as attorney or attorneys to execute and file on behalf of the undersigned, in his capacity as an officer or director of the Company, the Registration Statement and any and all applications or other documents to be filed with the Commission or any State blue sky authorities pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he could do if personally present, hereby ratifying and approving the acts of said attorneys and any of them and any such substitution. Executed at St. Louis, Missouri, this 3rd day of August, 1999. --------- --------- /s/Thomas M. McKenna ------------------------------- Thomas M. McKenna -----END PRIVACY-ENHANCED MESSAGE-----