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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 WEST LAS COLINAS BOULEVARD, SUITE 1500
IRVING, TEXAS 75039
(Address of Principal Executive Offices)
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FLOWSERVE CORPORATION 1997 STOCK OPTION PLAN
FLOWSERVE CORPORATION 1999 STOCK OPTION PLAN
(Full title of the plans)
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RONALD F. SHUFF, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
FLOWSERVE CORPORATION
222 WEST 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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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED SHARE PRICE REGISTRATION FEE
--------------------------- ------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.25 per share (1) 3,400,000 shares (2) $18.6508 (3) $63,412,623 (3) $16,740.93
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(1) 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.
(2) Represents 1,500,000 shares for the Flowserve Corporation 1997 Stock Option
Plan and 1,900,000 shares for the Flowserve Corporation 1999 Stock Option
Plan.
(3) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457 (h) under the Securities Act of 1933. The
registration fee is computed based on (i) the average exercise price of
$19.1664 for outstanding options to purchase 2,421,410 shares of Common
Stock and (ii) with respect to the remaining 978,590 shares, the average of
the high and low prices per share of Common Stock as reported on the New
York Stock Exchange on September 19, 2000, of $17.375 per share.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Flowserve Corporation ("Flowserve" or "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) Flowserve's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) Flowserve's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000;
(c) All other reports filed by Flowserve pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1999; and
(d) The description of Flowserve's Common Stock contained in Flowserve's
registration statement filed pursuant to Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by Flowserve pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered 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 or 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Flowserve's Common Stock offered hereby has
been passed upon by Ronald F. Shuff, Esq., Vice President, Secretary and General
Counsel of Flowserve. Mr. Shuff has options to purchase shares of Flowserve
Common Stock, and beneficially owns shares of Flowserve Common Stock, including
shares as a participant in the Flowserve Corporation Retirement Savings Plan.
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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 Flowserve'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.
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Flowserve Corporation 1997 Stock Option Plan (filed as Exhibit A
to the Registrant's 1997 Proxy Statement filed March 17, 1997).
4.2 First Amendment to the Flowserve Corporation 1997 Stock Option
Plan (filed as Exhibit 10.28 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1998).
4.3 Amendment No. 2 to the Flowserve Corporation 1997 Stock Option
Plan (filed as Exhibit 10.29 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999 (1999 Form 10-K).
4.4 Flowserve Corporation 1999 Stock Option Plan (filed as Exhibit A
to the Registrant's 1999 Proxy Statement filed March 15, 1999).
4.5 Amendment No. 1 to the Flowserve Corporation 1999 Stock Option
Plan (filed as Exhibit 10.31 to the Registrant's 1999 Form
10-K).
5.1 Opinion of Ronald F. Shuff, Esq., Vice President, Secretary and
General Counsel of Flowserve Corporation
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP
ITEM 9. UNDERTAKINGS
(a) The 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.
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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) That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to section 13(a) or 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) 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 22nd day of August,
2000.
Flowserve Corporation
(Registrant)
By: /s/ RONALD F. SHUFF
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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/ C. SCOTT GREER Chairman of the Board, President August 22, 2000
------------------------------------------------- and Chief Executive Officer
C. Scott Greer (Principal Executive Officer)
/s/ RENEE J. HORNBAKER Vice President and Chief Financial August 22, 2000
------------------------------------------------- Officer (Principal Financial Officer)
Renee J. Hornbaker
/s/ RICK L. JOHNSON Vice President and Controller (Principal August 22, 2000
------------------------------------------------- Accounting Officer)
Rick L. Johnson
/s/ WILLIAM C. RUSNACK Director, Chairman of August 22, 2000
------------------------------------------------- Audit/Finance Committee
William C. Rusnack
/s/ DIANE C. HARRIS Director, Member of Audit/ August 22, 2000
------------------------------------------------- Finance Committee
Diane C. Harris
/s/ CHARLES M. RAMPACEK Director, Member of Audit/ August 22, 2000
------------------------------------------------- Finance Committee
Charles M. Rampacek
/s/ JAMES O. ROLLANS Director, Member of Audit/ August 22, 2000
------------------------------------------------- Finance Committee
James O. Rollans
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Flowserve Corporation 1997 Stock Option Plan (filed as Exhibit A to
the Registrant's 1997 Proxy Statement filed March 17, 1997).*
4.2 First Amendment to the Flowserve Corporation 1997 Stock Option Plan
(filed as Exhibit 10.28 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998).*
4.3 Amendment No. 2 to the Flowserve Corporation 1997 Stock Option Plan
(filed as Exhibit 10.29 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999 (1999 Form 10-K).*
4.4 Flowserve Corporation 1999 Stock Option Plan (filed as Exhibit A to
the Registrant's 1999 Proxy Statement filed March 15, 1999).*
4.5 Amendment No. 1 to the Flowserve Corporation 1999 Stock Option Plan
(filed as Exhibit 10.31 to the Registrant's 1999 form 10-K).*
5.1 Opinion of Ronald F. Shuff, Esq., Vice President, Secretary and
General Counsel of Flowserve Corporation.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP
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* Incorporated by reference to a document previously filed with the SEC.
