Gardner Denver, Inc. Form 8K - April 29, 2005


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):
April 29, 2005


GARDNER DENVER, INC.

(Exact name of Registrant as Specified in its Charter)


Delaware 1-13215 76-0419383



(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)


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 7.01     Regulation FD Disclosure

        On April 29, 2005, Gardner Denver, Inc. (the “Company”) issued a press release announcing that it had priced its public offering of 5,000,000 shares of common stock. A copy of this press release is furnished with this report as Exhibit 99.1 and incorporated by reference herein.

        On April 29, 2005, the Company also issued a press release announcing that it had priced its offering of $125 million of Senior Subordinated Notes due 2013 in a private placement under Rule 144A. A copy of this press release is furnished with this report as Exhibit 99.2 and incorporated by reference herein.

        The information in this Item 7.01 and the exhibits 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 (the “Securities Act”) or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01      Financial Statements and Exhibits

(c) Exhibits

Exhibit Number   Description of Exhibit

99.1   Gardner Denver, Inc. Press Release dated April 29, 2005 announcing the pricing of the Company's public offering of 5,000,000 shares of common stock.

99.2   Gardner Denver, Inc. Press Release dated April 29, 2005 announcing the pricing of the Company's offering of $125 million of Senior Subordinated Notes due 2013 in a private placement under Rule 144A.







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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:   April 29, 2005 By:  /s/ Tracy D. Pagliara
    Tracy D. Pagliara
Vice President, Administration
General Counsel and Secretary











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EXHIBIT INDEX

Exhibit No. Description

99.1 Gardner Denver, Inc. Press Release dated April 29, 2005 announcing the pricing of the Company's public offering of 5,000,000 shares of common stock.

99.2 Gardner Denver, Inc. Press Release dated April 29, 2005 announcing the pricing of the Company's offering of $125 million of Senior Subordinated Notes due 2013 in a private placement under Rule 144A.











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