AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June 2, 2004
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
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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)
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Common Stock, $.01
par value per share 1,000,000 shares $ 26.04 $26,040,000 $3,299.27
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(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.
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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
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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);
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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) 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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
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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
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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
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/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
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Donald G. Barger, Jr.
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/s/ Frank J. Hansen Director
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Frank J. Hansen
/s/ Raymond R. Hipp Director
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Raymond R. Hipp
/s/ Thomas M. McKenna Director
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Thomas M. McKenna
/s/ Diane K. Schumacher Director
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Diane K. Schumacher
/s/ Richard L. Thompson Director
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Richard L. Thompson
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FORM S-8
GARDNER DENVER, INC.
EXHIBIT INDEX
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Exhibit
Number Description
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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).