UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
October 26, 2005
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 62305
Quincy, Illinois ------------------
------------------------------------------------- (Zip Code)
(Address of Principal Executive Offices)
(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))
EXPLANATORY NOTE
This amended Current Report on Form 8-K is being furnished to
correct certain previously announced results for the three and nine months
ended September 30, 2005, as described below.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 26, 2005, Gardner Denver, Inc. (the "Company") issued a
press release announcing the Company's results for the three and nine months
ended September 30, 2005 and guidance for diluted earnings per share for the
three months ending December 31, 2005, as well as updated guidance for the
fiscal years ending December 31, 2005 and December 31, 2006 (the "Press
Release"). 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 Press Release states that: "Organic revenue growth (excluding
the incremental effect of the Thomas Industries, Nash Elmo and Bottarini
acquisitions and the effect of changes in foreign currency rates) was
approximately 32% for the third quarter, compared to the same three-month
period of the previous year." The percentage growth included in the above
statement is not accurate.
The correct description of the organic revenue growth for the three
and nine months ended September 30, 2005 is as follows:
Organic revenue growth (excluding the incremental effect of the
Thomas Industries, Nash Elmo and Bottarini acquisitions and the
effect of changes in foreign currency rates) was approximately 17%
for the third quarter, compared to the same three-month period of
the previous year.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Gardner Denver, Inc. Press Release dated October 26, 2005
(incorporated by reference from Exhibit 99.1 to the Company's
Current Report on Form 8-K filed on October 26, 2005)
- 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: November 1, 2005 By: /s/ Tracy D. Pagliara
----------------------------------------
Tracy D. Pagliara
Vice President, Administration,
General Counsel and Secretary
- 3 -
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- ----------------------------------------------
99.1 Gardner Denver, Inc. Press Release dated October 26, 2005
(incorporated by reference from Exhibit 99.1 to the
Company's Current Report on Form 8-K filed on October 26,
2005)
- 4 -