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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
FLOWSERVE CORPORATION
(Exact name of Registrant as specified in its charter)
NEW YORK 31-0267900
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
- --------------------------------------------------------------------------------
222 LAS COLINAS BOULEVARD, SUITE 1500
IRVING, TEXAS 75039
(Address of Principal Executive Offices)
- --------------------------------------------------------------------------------
FLOWSERVE CORPORATION RETIREMENT SAVINGS PLAN
(Full title of Plan)
- --------------------------------------------------------------------------------
RONALD F. SHUFF, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
FLOWSERVE CORPORATION
222 LAS COLINAS BOULEVARD, SUITE 1500
IRVING, TEXAS 75039
(972) 443-6500
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED (1) BE REGISTERED OFFERING PRICE OFFERING PRICE(2) REGISTRATION FEE
(1) PER SHARE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.25 per share (3) 2,000,000 shares $18.6875 $37,375,000 $10,390.25
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(1) This registration statement serves to register additional shares of
Flowserve Corporation Common Stock to be offered or sold under the
Flowserve Corporation Retirement Savings Plan (formerly named the
Flowserve Corporation Savings and Thrift Plan). In addition, pursuant to
Rule 416(c) under the Securities Act of 1933 (the "Securities Act"), this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
Securities relating to such plan were previously registered with the
Commission under Registration No. 33-72372.
(2) Estimated solely for purposes of calculating the registration fee required
by Section 6(b) of the Securities Act, the proposed maximum aggregate
offering price of the Registrant's Common Stock was calculated in
accordance with Rule 457 under the Securities Act as the average of the
high and low prices per share of the Registrant's Common Stock on June 30,
1999 as reported on the New York Stock Exchange, multiplied by 2,000,000,
the number of shares of the Registrant's Common Stock to be offered or
sold pursuant to the employee benefit plan described herein.
(3) This Registration Statement also covers the associated preferred stock
purchase rights (the "Rights") issued pursuant to a Rights Agreement dated
as of August 1, 1986, and amended as of August 1, 1996 and as of June 1,
1998, between the Registrant and National City Bank, as Rights Agent.
Prior to the occurrence of certain events, the Rights will not be
exercisable or evidenced separately from the Registrant's Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Flowserve Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement on Form S-8 (the "Registration
Statement") the following documents previously filed with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"):
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999;
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A/A, as amended, filed with the
SEC on July 18, 1997, pursuant to Section 12 of the Exchange Act.
(d) The description of the Registrant's Series A Junior Participating
Preferred Stock contained in the Registration Statement on Form
8-A/A, as amended, filed with the SEC on June 1, 1998, pursuant to
Section 12 of the Exchange Act.
(e) The Annual Report on Form 11-K of the Flowserve Corporation
Savings and Thrift Plan for the year ended December 31, 1998.
All documents subsequently filed by the Registrant or by the Flowserve
Corporation Retirement Savings Plan pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Business Corporation Law of the State of New York ("BCL") provides
that if a derivative action is brought against a director or officer, the
Registrant may indemnify him or her against amounts paid in settlement and
reasonable expenses, including attorneys' fees incurred by him or her in
connection with the defense or settlement of such action, if such director or
officer acted on good faith for a purpose which he or she reasonably believed to
be in the best interests of the Registrant, except that no indemnification shall
be made without court approval in respect of a threatened action, or a pending
action settled or otherwise disposed of, or in respect of any matter as to which
such director or officer has been found liable to the Registrant. In a
nonderivative action or threatened action, the BCL provides that the Registrant
may indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her in defending such action if such director or officer acted in good faith for
a purpose which he or she reasonably believed to be in the best interests of the
Registrant.
Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the by-laws of a
corporation or, when authorized by such certificate of incorporation or by-laws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.
The above is a general summary of certain indemnity provisions of the
BCL and is subject, in all cases, to the specific and detailed provisions of
Sections 721-725 of the BCL.
Article IX, Section 1 of the Registrant's By-laws provides that the
Registrant shall indemnify any present or future director or officer from and
against any and all liabilities and expenses to the maximum extent permitted by
the BCL as the same presently exists or to the greater extent permitted by any
amendment hereafter adopted. Article IX, Section 2 of the Registrant's By-laws
authorizes the Registrant to enter into indemnification agreements with
directors and officers. The Registrant has entered into indemnification
agreements with all persons currently serving as directors and officers.
Section 726 of the BCL also contains provisions authorizing the
Registrant to obtain insurance on behalf of any such director and officer
against liabilities, whether or not the Registrant would have the power to
indemnify against such liabilities. As permitted by law, the Registrant
maintains and pays premiums for directors' and officers' liability insurance
policies.
2
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Exhibit Index at page 7. The Registrant hereby undertakes that it
will submit or has submitted the Plan and any amendment thereto to the Internal
Revenue Service (IRS) in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan. The Plan has received a
determination letter from the IRS, dated December 26, 1995, stating that the
Plan is qualified under Section 401(a) of the Internal Revenue Code.
ITEM 9. UNDERTAKINGS
(a) Rule 415 offering. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to section
13 or section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Subsequent Exchange Act Documents. That, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to section 13(a) or
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section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Indemnification. Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing this Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, State of Texas, on the 30th day of June 1999.
Flowserve Corporation
(Registrant)
By: /s/ Ronald F. Shuff
-----------------------------------------
Ronald F. Shuff
Vice President, Secretary and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
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<S> <C> <C>
/s/ BERNARD G. RETHORE
- ---------------------------------------- Chairman of the Board, President and Chief
Bernard G. Rethore Executive Officer June 30, 1999
(Principal Executive Officer)
/s/ RENEE J. HORNBAKER
- ---------------------------------------- Vice President and Chief Financial Officer
Renee J. Hornbaker (Principal Financial Officer) June 30, 1999
/s/ RICK L. JOHNSON
- ---------------------------------------- Vice President Business
Rick L. Johnson Development and Contoller June 30, 1999
(Principal Accounting Officer)
/s/ WILLIAM C. RUSNACK*
- ---------------------------------------- Director, Chairman of
William C. Rusnack Audit/Finance Committee June 30, 1999
/s/ DIANE C. HARRIS*
- ---------------------------------------- Director, Member of Audit/Finance
Diane C. Harris Committee June 30, 1999
/s/ CHARLES M. RAMPACEK*
- ---------------------------------------- Director, Member of Audit/Finance
Charles M. Rampacek Committee June 30, 1999
/s/ JAMES O. ROLLANS*
- ---------------------------------------- Director, Member of Audit/Finance
James O. Rollans Committee June 30, 1999
* By: /s/ RONALD F. SHUFF
-----------------------------------
Ronald F. Shuff
Attorney-in-fact
</TABLE>
5
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Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf, by the
undersigned, thereunto duly authorized, in the City of Irving, State of Texas,
on the 30th day of June, 1999.
THE PENSION AND INVESTMENT COMMITTEE
FLOWSERVE CORPORATION RETIREMENT SAVINGS PLAN
By: /s/ Ronald F. Shuff
-------------------------------------
Committee Member
6
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Registrant, as
amended (filed as Exhibit 3.1 to the Registration Statement
on Form S-4 as filed on June 19, 1997 (the "Form S-4")).*
4.2 By-Laws of the Registrant, as amended (filed as Exhibit 3.2
to the Form S-4).*
4.3 Rights Agreement dated as of August 1, 1986 between the
Registrant and BankOne, N.A., as Rights Agent (filed as
Exhibit 1 to the Registrant's Form 8-A dated August 13,
1986).*
4.4 Amendment dated as of August 1, 1996 to the Rights Agreement
dated as of August 13, 1986 (filed as Exhibit 4.5 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996).*
4.5 Amendment No. 2 dated as of June 1, 1998 to the Rights
Agreement dated as of August 13, 1986, and amended as of
August 1, 1996 (filed as Exhibit 1 to the Registrant's Form
8-A/A dated June 11, 1998).*
5.1 Opinion of Ronald F. Shuff.
23.1 Consent of Ronald F. Shuff (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP
23.3 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney
</TABLE>
- ----------------------
* Incorporated by reference to a document previously filed with the SEC.
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EXHIBIT 5.1
[FLOWSERVE LETTERHEAD]
June 30, 1999
Flowserve Corporation
222 W. Las Colinas Boulevard
Suite 1500
Irving, Texas 75039
Dear Sirs:
With reference to the registration statement on Form S-8 which Flowserve
Corporation (the "Company") proposes to file with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, registering 2,000,000
shares of common stock, par value $1.25 per share, of the Company (the
"Shares") which may be offered and sold by the Company under the Flowserve
Corporation Retirement Savings Plan (collectively, the "Plan"), I am of the
opinion that:
1. the Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of New York, and
2. to the extent any Shares to be offered and sold are of original issuance,
upon sale and payment therefor in accordance with the Plans and the
resolutions of the Board of Directors relating to the offering and sale of
the Shares thereunder, such Shares will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion with the SEC in connection with
the registration statement referred to above.
Very truly yours,
/s/ RONALD F. SHUFF
---------------------------------------------
Ronald F. Shuff
Vice President, Secretary and General Counsel
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Flowserve Corporation Retirement Savings Plan of our
reports (a) dated February 9, 1999, with respect to the consolidated financial
statements and schedule of Flowserve Corporation included or incorporated by
reference in its Annual Report (Form 10-K) and (b) dated June 28, 1999, with
respect to the financial statements and schedules of the Flowserve Corporation
Savings and Thrift Plan included in the Plan's Annual Report (Form 11-K), both
for the year ended December 31, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Dallas, Texas
June 29, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report (relating to BW/IP, Inc. and
its subsidiaries) dated January 28, 1997 relating to the financial statements
and financial statement schedules which appear in Flowserve Corporation's Annual
Report on Form 10-K for the year ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
June 29, 1999
<PAGE> 1
EXHIBIT 24.1
FLOWSERVE CORPORATION
POWER OF ATTORNEY
The undersigned does hereby make, constitute and appoint Ronald F. Shuff with
full power to act as true and lawful attorney, in his name, place and stead to
sign on his behalf, as a director of Flowserve Corporation (the "Company"), the
Company's Registration Statements on Form S-8 and amendments thereto relating to
issuance, through or in connection with employee benefit plans, of Flowserve
Corporation common stock and plan interests, to be filed with the Securities and
Exchange Commission (the "SEC") pursuant to the provisions of the Securities Act
of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder, together with any other instruments that such attorney shall deem
necessary or advisable in connection therewith, giving and granting to such
attorney full power and authority to do and to perform every act necessary or
advisable in furtherance of the purposes thereof as fully as he could do
himself, with full power of substitution and revocation, hereby ratifying and
confirming all that such attorney may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ WILLIAM C. RUSNACK
-----------------------------------
William C. Rusnack
Dated: June 24, 1999.
<PAGE> 2
FLOWSERVE CORPORATION
POWER OF ATTORNEY
The undersigned does hereby make, constitute and appoint Ronald F. Shuff with
full power to act as true and lawful attorney, in her name, place and stead to
sign on her behalf, as a director of Flowserve Corporation (the "Company"), the
Company's Registration Statements on Form S-8 and amendments thereto relating to
issuance, through or in connection with employee benefit plans, of Flowserve
Corporation common stock and plan interests, to be filed with the Securities and
Exchange Commission (the "SEC") pursuant to the provisions of the Securities Act
of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder, together with any other instruments that such attorney shall deem
necessary or advisable in connection therewith, giving and granting to such
attorney full power and authority to do and to perform every act necessary or
advisable in furtherance of the purposes thereof as fully as she could do
herself, with full power of substitution and revocation, hereby ratifying and
confirming all that such attorney may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand on the date
indicated below.
/s/ DIANE C. HARRIS
-----------------------------------
Diane C. Harris
Dated: June 28, 1999.
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FLOWSERVE CORPORATION
POWER OF ATTORNEY
The undersigned does hereby make, constitute and appoint Ronald F. Shuff with
full power to act as true and lawful attorney, in his name, place and stead to
sign on his behalf, as a director of Flowserve Corporation (the "Company"), the
Company's Registration Statements on Form S-8 and amendments thereto relating to
issuance, through or in connection with employee benefit plans, of Flowserve
Corporation common stock and plan interests, to be filed with the Securities and
Exchange Commission (the "SEC") pursuant to the provisions of the Securities Act
of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder, together with any other instruments that such attorney shall deem
necessary or advisable in connection therewith, giving and granting to such
attorney full power and authority to do and to perform every act necessary or
advisable in furtherance of the purposes thereof as fully as he could do
himself, with full power of substitution and revocation, hereby ratifying and
confirming all that such attorney may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ CHARLES M. RAMPACEK
-----------------------------------
Charles M. Rampacek
Dated: June 24, 1999.
<PAGE> 4
FLOWSERVE CORPORATION
POWER OF ATTORNEY
The undersigned does hereby make, constitute and appoint Ronald F. Shuff with
full power to act as true and lawful attorney, in his name, place and stead to
sign on his behalf, as a director of Flowserve Corporation (the "Company"), the
Company's Registration Statements on Form S-8 and amendments thereto relating to
issuance, through or in connection with employee benefit plans, of Flowserve
Corporation common stock and plan interests, to be filed with the Securities and
Exchange Commission (the "SEC") pursuant to the provisions of the Securities Act
of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder, together with any other instruments that such attorney shall deem
necessary or advisable in connection therewith, giving and granting to such
attorney full power and authority to do and to perform every act necessary or
advisable in furtherance of the purposes thereof as fully as he could do
himself, with full power of substitution and revocation, hereby ratifying and
confirming all that such attorney may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ JAMES O. ROLLANS
-----------------------------------
James O. Rollans
Dated: June 25, 1999.
