-----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, CByuMPZo3BWaeavVM+XO5Kcpl5kJe6rKoep4H5w6ZMgv0BEshZP0VN68HV7eno5i bT0m2Ym5lsn2x74zeqxl6Q== 0001068800-99-000337.txt : 19990806 0001068800-99-000337.hdr.sgml : 19990806 ACCESSION NUMBER: 0001068800-99-000337 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990805 EFFECTIVENESS DATE: 19990805 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 POS SEC ACT: SEC FILE NUMBER: 333-84397 FILM NUMBER: 99678011 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 POS 1 GARDNER DENVER, INC. AMENDMENT NO. 1 TO S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1999 REGISTRATION NO. 333-84397 ========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ AMENDMENT NO. 1 TO 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. PREVIOUSLY PAID IN CONNECTION WITH THE INITIAL FILING OF THIS REGISTRATION STATEMENT.
The Registrant amends this Registration Statement in order to replace the document filed originally as Exhibit 5.3 and Exhibit 23.6 with the document submitted with this Amendment No. 1 as Exhibit 5.3 and Exhibit 23.6. ITEM 8. EXHIBITS - ---------------- The following additional exhibits are filed as part of this Amendment No. 1 of the 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, filed as Exhibit 5.3 to the Registrant's Registration Statement on Form S-8, filed on August 3, 1999, and incorporated herein by reference. 23.6 Consent of Schmiedeskamp, Robertson, Neu & Mitchell (included in Exhibit 5.3). 24.3 Powers of Attorney, filed as Exhibit 24.3 to the Registrant's Registration Statement on Form S-8, filed on August 3, 1999, and incorporated herein by reference. 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 Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on August 4, 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 Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on August 4, 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 /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 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, filed as Exhibit 5.3 to the Registrant's Registration Statement on Form S-8, filed on August 3, 1999, and incorporated herein by reference. 23.6 Consent of Schmiedeskamp, Robertson, Neu & Mitchell (included in Exhibit 5.3). 24.3 Powers of Attorney, filed as Exhibit 24.3 to the Registrant's Registration Statement on Form S-8, filed on August 3, 1999, and incorporated herein by reference. EX-5.3 2 OPINION RE LEGALITY Exhibit 5.3 (Schmiedeskamp, Robertson, Neu & Mitchell letterhead) August 3, 1999 Board of Directors Gardner Denver, Inc. 1800 Gardner Expressway Quincy, Illinois 62301 Re: Registration Statement on Form S-8 Long-Term Incentive Plan, as amended Gentlemen: We have served as counsel to Gardner Denver, Inc. (the "Company") in connection with the various legal matters relating to the filing of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, relating to 500,000 shares (the "Shares") of common stock of the Company, par value $.01 per share (the "Common Stock"), reserved for issuance in accordance with the Company's Long- Term Incentive Plan, as amended (the "Plan"). We have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company's Certificate of Incorporation and Bylaws, certain resolutions adopted by the Board of Directors of the Company relating to the Plan and certificates received from state officials and from officers 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, and the correctness of all statements submitted to us by officers of the Company. Board of Directors Page 2 August 3, 1999 Based upon the foregoing, the undersigned is of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 2. The Shares being offered by the Company, if issued in accordance with the Plan, will be validly issued and outstanding and will be fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the issuance of the Shares pursuant to the Plan. Sincerely, Schmiedeskamp, Robertson, Neu & Mitchell By: /s/Harold B. Oakley ------------------------------------- Harold B. Oakley -----END PRIVACY-ENHANCED MESSAGE-----