-----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, CmXA1uMsgBXITabzNIbjcGDIiNSGqeQEVEzSkf0nVJ8dJnS3VnIjJsX2n4vo1lMz OA5E+GQ3b3WYwD1oKETg6Q== 0001068800-05-000375.txt : 20050611 0001068800-05-000375.hdr.sgml : 20050611 20050601165837 ACCESSION NUMBER: 0001068800-05-000375 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050601 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050601 DATE AS OF CHANGE: 20050601 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: 05871357 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) June 1, 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 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 June 1, 2005, Gardner Denver, Inc. (the "Company") issued a press release announcing that it had completed the acquisition of Bottarini S.p.A., a leading packager of industrial air compressors located near Milan, Italy. A copy of this press release is furnished with this report as Exhibit 99.1 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 June 1, 2005 announcing the acquisition of Bottarini S.p.A. - 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: June 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 June 1, 2005 announcing the acquisition of Bottarini S.p.A. - 4 - EX-99.1 2 ex99p1.txt Exhibit 99.1 [GARDNER DENVER logo] ============================================================================ PRESS RELEASE ============================================================================ FOR IMMEDIATE RELEASE - --------------------- June 1, 2005 Contact: Helen W. Cornell Vice President, Finance and CFO (217) 228-8209 GARDNER DENVER, INC. ANNOUNCES ACQUISITION OF BOTTARINI S.P.A.: ACQUISITION ENHANCES THE COMPANY'S ABILITY TO SERVE THE EUROPEAN MARKET QUINCY, IL, (June 1, 2005) - Gardner Denver, Inc. (NYSE: GDI) announced today that it has acquired all of the outstanding shares of Bottarini S.p.A., a leading packager of industrial air compressors located near Milan, Italy, for a purchase price of approximately (euro)8.1 million, less (euro)0.9 million in assumed debt. Ross Centanni, Chairman, President and Chief Executive Officer of Gardner Denver said, "We are pleased to add the Bottarini brand to our growing product portfolio. This company has built a strong presence in Italy since its founding in 1952 and will provide us with expanded capacity and a low-cost compressor assembly operation to better serve the European market." Cautionary Statement Regarding Forward-Looking Statements - --------------------------------------------------------- All of the statements in this release, other than historical facts, are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. As a general matter, forward-looking statements are those focused upon anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. These uncertainties and factors could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements. The following uncertainties and factors, among others, could affect future performance and cause actual results to differ materially from those expressed in or implied by forward-looking statements: (1) the ability to effectively integrate Bottarini S.p.A. and (2) the list of other uncertainties and factors set forth in the Company's Quarterly Report on Form 10-Q for the three month period ended March 31, 2005, filed on May 10, 2005. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, even though its situation and circumstances may change in the future. Gardner Denver, with 2004 revenues of $740 million ($896 million on a pro forma basis including the acquisition of Nash Elmo, which was completed in September 2004), is a leading worldwide manufacturer of reciprocating, rotary and vane compressors, liquid ring pumps and blowers for various industrial and transportation applications, pumps used in the petroleum and industrial markets, and other fluid transfer equipment serving chemical, petroleum, and food industries. Gardner Denver's news releases are available by visiting the Investor Relations page on the Company's website (www.gardnerdenver.com). ### -----END PRIVACY-ENHANCED MESSAGE-----