8-K

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):
October 24, 2005 (October 18, 2005)

Peerless Mfg. Co.

(Exact name of registrant as specified in its charter)

Texas
(State or other Jurisdiction of
Incorporation) 0-5214
(Commission File Number) 75-0724417
(IRS Employer
Identification No.)

2819 Walnut Hill Lane
Dallas, Texas 75229
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (214) 357-6181

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 18, 2005, pursuant to authority granted by the board of directors of Peerless Mfg. Co. (the “Company”), the Company’s Chief Executive Officer, Mr. Sherrill Stone, offered Mr. Henry G. Schopfer the position of Vice President and Chief Financial Officer of the Company subject to approval by the Company’s board of directors at its next regularly scheduled meeting, and on October 18, 2005, Mr. Schopfer accepted this offer. The general terms of Mr. Schopfer’s employment with the Company are set forth in an offer letter signed by Mr. Schopfer. Mr. Schopfer will be employed at will with a base salary equal to $208,000 per year. In addition, he will be eligible for a bonus of up to $100,000, eligible for other benefits similar to those provided to other senior management personnel, and he may, under certain circumstances, be entitled to severance payments of up to 4 months salary upon termination without cause. The Company and Mr. Schopfer intend to enter into a formal employment agreement in the future.

ITEM 5.02     DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On October 18, 2005, pursuant to authority granted by the board of directors of the Company, the Company’s Chief Executive Officer, Mr. Sherrill Stone, offered Mr. Henry G. Schopfer the position of Vice President and Chief Financial Officer of the Company subject to approval by the Company’s board of directors at its next regularly scheduled meeting, and on October 18, 2005, Mr. Schopfer accepted this offer. Mr. Schopfer assumed his duties as the Company’s Vice President and Chief Financial Officer on October 19, 2005. The terms of Mr. Schopfer’s employment are described in Item 1.01 hereof.

Prior to joining the Company, Mr. Schopfer, age 59, served from 2001 to 2005, as Chief Financial Officer of T-Netix, Inc., a telecommunications company, from 1996 to 2000, as Chief Financial Officer of Wireless One, Inc., a communications company, from 1988 to 1996, as Corporate Controller and Chief Financial Officer of Daniel Industries, Inc., a manufacturer of fluid measurement products and systems for the energy industry. Mr. Schopfer earned a B.S. in Accounting from Louisiana State University and is a Certified Public Accountant.

Item 9.01(c)     EXHIBITS

Exhibit 99.1      Press Release of Peerless Mfg. Co. dated October 24, 2005.

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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 hereunto duly authorized.

	Peerless Mfg. Co.
Dated: October 24, 2005
	By:	/s/ Sherrill Stone
		Sherrill Stone
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Peerless Mfg. Co. Appoints Henry G. Schopfer as Chief Financial Officer

Dallas, Texas — October 24, 2005 — Peerless Mfg. Co. (Nasdaq: PMFG — News), today announced the appointment of Henry G. Schopfer, age 59, to the role of Chief Financial Officer. Mr. Schopfer will report to Sherrill Stone, Chairman and Chief Executive Officer.

Mr. Sherrill Stone, Chairman and Chief Executive Officer of the Company, stated, “I am extremely pleased to have Hank join Peerless’ executive leadership team, where we will benefit greatly from his experience in our industry, proven record of success and enthusiasm for our business.”

Mr. Schopfer most recently was CFO for T-Netix, Inc., a telecommunications provider, and prior thereto, his experience includes service as CFO for Wireless One, Inc., a wireless communications provider and Daniel Industries, Inc., a manufacturer of fluid measurement products and systems for the energy industry. Mr. Schopfer holds a B.S. in Accounting from Louisiana State University and he is a Certified Public Accountant.

About Peerless Mfg. Co.

Peerless Mfg. Co. is engaged in the business of designing, engineering, manufacturing and selling highly specialized products used for the abatement of air pollution and products for the separation and filtration of contaminants from gases and liquids. The Company headquartered in Dallas, Texas, markets its products worldwide.

Safe Harbor Under The Private Securities Litigation Reform Act of 1995

Certain statements contained in this press release that are not historical facts are forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. The words “anticipate,” “preliminary,” “expect,” “believe,” “intend” and similar expressions identify forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for such forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the Company include, but are not limited to: the growth rate of the Company’s revenue and market share, the consummation of new, and the non-termination of, existing contracts; the Company’s ability to effectively manage its business functions while growing its business in a rapidly changing environment, the Company’s ability to adapt and expand its services in such an environment; the quality of the Company’s plans and strategies; and the Company’s ability to execute such plans and strategies. Other important information regarding factors that may affect the Company’s future performance is included in the public reports that the Company files with the Securities and Exchange Commission. The Company undertakes no obligation to revise any forward-looking statements or to update them to reflect events or circumstances occurring after the date of this release, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The inclusion of any statement in this release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

For Further Information Contact:

Mr. Sherrill Stone, Chairman and Chief Executive Officer
Mr. Henry G. Schopfer, Vice President and Chief Financial Officer
Peerless Mfg. Co.
2819 Walnut Hill Lane
Dallas, Texas 75229
Phone: (214) 353-5590
Fax: (214) 351-4172
www.peerlessmfg.com