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): March 23, 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 62305
(Address of Principal Executive Offices and Zip Code)
(217) 222-5400
(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS.
The Company filed a registration statement on Form S-3 (File No.
333-109086) (the "Registration Statement"), including a prospectus ("the
Prospectus"), under the Securities Act of 1933, as amended (the "Securities
Act"), for the registration of an aggregate of $150,000,000 of debt
securities, preferred stock, common stock and warrants of the Company. The
Company also filed a prospectus supplement dated March 11, 2004 and
accompanying Prospectus covering an aggregate of 3,450,000 shares of common
stock, par value $.01 per share (the "Common Shares") (including up to
450,000 shares which may be sold at the underwriters' option) pursuant to
Rule 424(b) under the Securities Act.
In order to furnish certain exhibits for incorporation by reference
into the Registration Statement of which the Prospectus forms a part, the
Company is filing the underwriting agreement relating to the offering of the
Common Shares and an opinion of the Company's counsel regarding the validity
of the Common Shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
1.1 Underwriting Agreement
5.1 Opinion of Bryan Cave LLP
23.1 Consent of Bryan Cave LLP (included in Exhibit 5.1)
99.1 Press Release dated March 23, 2004
ITEM 9. REGULATION FD DISCLOSURE.
On March 23, 2004, the Company issued a press release announcing the
pricing of the offering of 3,000,000 shares of its common stock. A copy of
this press release is attached hereto as Exhibit 99.1 and incorporated 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.
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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: March 24, 2004 By: /s/ Tracy D. Pagliara
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Tracy D. Pagliara
Vice President, Operations, General Counsel
and Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- ---------------------------------------------------
1.1 Underwriting Agreement
5.1 Opinion of Bryan Cave LLP
23.1 Consent of Bryan Cave LLP (included in Exhibit 5.1)
99.1 Press Release dated March 23, 2004
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