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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
GARDNER DENVER MACHINERY INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 76-0419383
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
1800 Gardner Expressway Quincy, Illinois 62301
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(Address of Principal Executive offices) (ZIP Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check
the following box. / /
If this form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, $0.01 Par Value New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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Common Stock, $1 Par Value
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The capital stock of Gardner Denver Machinery Inc. (the "Company")
to be registered on The New York Stock Exchange, Inc. (the "Exchange"), is the
Company's Common Stock with a par value of $0.01 per share. Holders of
Common Stock are entitled to one vote per share with respect to all matters
required by law to be submitted to stockholders. The Common Stock does not
have cumulative voting rights. Subject to the prior rights of holders of
Preferred Stock, if any, holders of Common Stock will be entitled to receive
such dividends as may be lawfully declared by the Company's Board of
Directors (the "Board"). The Common Stock has no preemptive, subscription or
conversion rights. There are no redemption or sinking fund provisions or
liability to further calls or to assessments by the Company. Additional
shares of Common Stock may be issued without stockholder approval, other than
such approval as may be required by the Exchange.
Certain provisions of the Company's Certificate of Incorporation,
Bylaws, and provisions of Delaware law could discourage potential acquisition
proposals and could delay or prevent a change in control of the Company.
Such provisions, which are intended to discourage certain types of coercive
takeover practices and inadequate takeover bids and to encourage persons
seeking to acquire control of the Company to negotiate with the Company,
could diminish the opportunities for a stockholder to participate in tender
offers, including tender offers at a price above the then current market
value of the Common Stock. Such provisions may also inhibit fluctuations in
the market price of the Common Stock that could result from takeover
attempts.
These provisions provide (i) for a classified Board; (ii) that
vacancies on the Board may only be filled by the Board, subject to the rights
of holders of preferred stock; (iii) that directors may be removed only for
cause; (iv) that special meetings of stockholders can be called only pursuant
to a resolution adopted by a majority of the entire Board or by holders of a
majority of the shares entitled to vote; (v) that no action may be taken by
written consent in lieu of a meeting of stockholders; (vi) that advance
notice be delivered to the Company of any business to be brought before an
annual meeting of stockholders; and (vii) for certain procedures to be
followed by stockholders in nominating persons for election to the Board of
Directors. The provisions of the Company's Certificate of Incorporation
which prohibit stockholder action by written consent and provide that
directors may only be removed for cause may only be amended by the
affirmative vote of at least 80% of the shares entitled to vote. The
provisions of the Bylaws concerning special meetings of stockholders, the
number, election and term of the Board and the amendment of the Bylaws may
also only be amended by the affirmative vote of at least 80% of the shares
entitled to vote.
Additionally, the Board of Directors, without further stockholder
approval, may issue preferred stock that could have the effect of delaying,
deterring or preventing a change in control of the Company. The issuance of
preferred stock also could adversely affect the voting power of the holders
of Common Stock, including the loss of voting control to others. The Company
has no present plans to issue any preferred stock.
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As a Delaware corporation, the Company is subject to provisions
of Delaware General Corporation Law which prohibit a publicly held Delaware
corporation from engaging in a business combination (i.e. mergers, asset
sales and other transactions resulting in a financial benefit to an
interested party) with an interested stockholder (i.e. a person who owns 15%
or more of the Company's outstanding voting stock) for a period of three
years after the transaction date in which the person became an interested
stockholder unless (i) the business combination or transaction is approved by
the Board; (ii) the interested stockholder owns at least 85% of the
outstanding voting stock upon the consumption of the transaction; or (iii)
the business combination is approved by the Board and by the affirmative vote
of at least 66 2/3% of the outstanding voting stock not owned by the
interested party.
Item 2. Exhibits
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1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
GARDNER DENVER MACHINERY INC.
Date: July 25, 1997 By: /s/Ross J. Centanni
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Name: Ross J. Centanni
Title: President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Description
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1 All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
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