UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 2, 2004
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 62301
(Address of Principal Executive Offices and Zip Code)
(217) 222-5400
(Registrant's Telephone Number, Including Area Code)
EXPLANATORY NOTE
On January 5, 2004, Gardner Denver, Inc. (the "Company") announced that
it had effectively completed its acquisition of Syltone plc ("Syltone"),
through its wholly-owned subsidiary GD First (UK) plc, having received valid
acceptances in respect of approximately 96.66 percent of Syltone's issued
share capital (the "Acquisition"). On February 26, 2004, the Company
completed the acquisition of the remaining share capital of Syltone that it
did not own. This Amendment No. 1 on Form 8-K/A amends the Company's Current
Report of Form 8-K filed on January 13, 2004 to provide Syltone historical
financial statements and pro forma financial information relating to the
Acquisition.
ITEM 5. OTHER EVENTS.
On March 10, 2004, the Company announced its intention to offer,
subject to market and other conditions, 3,000,000 shares of its common stock
pursuant to its existing shelf registration and the prospectus supplement in
the form attached hereto as Exhibit 99.4 and incorporated herein by
reference. In connection with the offering, the Company will grant the
underwriters an option to purchase up to an additional 450,000 shares of its
common stock to cover over-allotments, if any.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Index to Financial Statements of Business Acquired
The index refers to the prospectus supplement attached hereto as
Exhibit 99.4
Syltone Consolidated Financial Statements
Independent Auditors' Report F-29
Consolidated Profit and Loss Accounts for the years ended 31 March 2003
and 2002 F-30
Consolidated Balance Sheets as at 31 March 2003 and 2002 F-31
Consolidated Cash Flow Statements for the years ended 31 March 2003
and 2002 F-32
Consolidated Statements of Total Recognized Gains and Losses for the years
ended 31 March 2003 and 2002 F-33
Reconciliations of Movements in Consolidated Shareholders' Funds for the
years ended 31 March 2003 and 2002 F-33
Company Balance Sheets as at 31 March 2003 and 2002 F-34
Notes to Consolidated Financial Statements F-35
Syltone Consolidated Interim Financial Statements (unaudited)
Consolidated Profit and Loss Accounts for the six month periods ended
30 September 2003 and 2002 (unaudited) F-60
Consolidated Balance Sheets at 30 September 2003 and 2002 (unaudited) F-61
Consolidated Cash Flow Statements for six month periods ended
30 September 2003 and 2002 (unaudited) F-62
Reconciliations of Movements in Consolidated Shareholders' Funds for the
six month period ended 30 September 30, 2003 and 2002 (unaudited) F-63
Notes to Consolidated Financial Statements (unaudited) F-64
(b) Index to Unaudited Pro Forma Financial Information
The index refers to the prospectus supplement attached hereto as
Exhibit 99.4
Unaudited Pro Forma Consolidated Financial Statements S-18
Unaudited Pro Forma Consolidated Statement of Operations for the year
ended December 31, 2003 S-20
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2003 S-21
Notes to Unaudited Pro Forma Consolidated Financial Statements S-22
(c) Exhibits.
See the Exhibit Index, which is incorporated by reference into this
Item.
ITEM 9. REGULATION FD DISCLOSURE.
On January 5, 2004, the Company issued a press release announcing that
the Company's previously announced cash offer for the outstanding shares of
Syltone has become wholly unconditional, effectively completing the
acquisition. A copy of such press release is attached hereto as Exhibit 99.1
and incorporated herein by reference. The offer document and form of
acceptance are attached hereto as Exhibits 99.2 and 99.3, respectively, and
incorporated herein by reference.
On March 10, 2004, the Company issued a press release announcing its
intention to offer, subject to market and other conditions, 3,000,000 shares
of its common stock and to grant the underwriters an option to purchase
an additional 450,000 shares of its common stock to cover over-allotments,
if any. A copy of such press release is attached hereto as Exhibit 99.5 and
incorporated herein by reference.
The information in this Item 9 and the exhibit attached hereto shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (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,
except as shall be expressly set forth in such a filing.
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: March 11, 2004 By: /s/ Philip R. Roth
--------------------------------
Philip R. Roth
Vice President, Finance and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- ----------------------------------------------------
23.1 Consent of KPMG LLP
23.2 Consent of KPMG Audit Plc
99.1 Press Release dated January 5, 2004*
99.2 Recommended Cash Offer by UBS Investment Bank on behalf of GD First
(UK) plc for Syltone plc*
99.3 Form of Acceptance, Authority and Election for Recommended Cash Offer*
99.4 Prospectus Supplement, dated March 11, 2004
99.5 Press Release dated March 10, 2004
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* Previously filed in the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on January 13, 2004.