<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 10, 1997
Registration No. 333-
--------------------------
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
GARDNER DENVER MACHINERY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0419383
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 GARDNER EXPRESSWAY
QUINCY, ILLINOIS 62301
(Address of Principal Executive Offices) (Zip Code)
GARDNER DENVER MACHINERY INC. LONG-TERM INCENTIVE PLAN
GARDNER DENVER MACHINERY INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
HELEN W. CORNELL
VICE PRESIDENT, CORPORATE SECRETARY AND TREASURER
1800 GARDNER EXPRESSWAY
QUINCY, ILLINOIS 62301
(Name and address of agent for service)
(217) 222-5400
(Telephone number, including area code, of agent for service)
Copies of all correspondence to:
Harold B. Oakley, Esq.
Schmiedeskamp, Robertson, Neu & Mitchell
525 Jersey, P.O. Box 1069
Quincy, Illinois 62306
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
maximum maximum
Title of securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered <F1> share <F2> price <F2> fee
- ------------------- --------------- ---------- ------------ ------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share 1,050,000 $21.3968 $22,466,640 $6,808.00
- ------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Represents (a) the additional number of shares available for issuance
under the Long-Term Incentive Plan, as amended, for which a
registration statement on Form S-8 (Reg. No. 33-91088) was filed
with the Securities and Exchange Commission on April 11, 1995,
(b) the maximum number of shares available for issuance under the
Employee Stock Purchase Plan, and (c) an undeterminable number of
shares which may become issuable pursuant to antidilution provisions
of the Plans, in accordance with Rule 416 under the Securities Act
of 1933 (the "Securities Act").
<F2> Estimated solely for the purpose of calculating the registration fee.
Such estimate has been calculated in accordance with Rule 457(h)
under the Securities Act, and with respect to shares covered by
currently outstanding options is based upon the exercise price
thereof, and with respect to the shares not covered by currently
outstanding options is based upon the average of the high and low
prices per share of the Registrant's Common Stock as reported by the
National Association of Securities Dealers Automated Quotation
National Market System on April 7, 1997.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant previously filed with the Securities and Exchange
Commission (the "Commission") on April 11, 1995, a registration statement on
Form S-8 (Registration No. 33-91088) (the "1995 Form S-8") relating to
securities offered under the Registrant's Long-Term Incentive Plan (the
"Incentive Plan"). The contents of the 1995 Form S-8, including exhibits
thereto, are incorporated herein by reference with respect to the Incentive
Plan, except to the extent superseded or modified by the specific information
set forth below or the specific exhibits attached hereto.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) The Registrant's latest annual report on Form 10-K filed pursuant
to Section 13(a) or 15(d) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); and
(b) The description of the Registrant's Common Stock which is
contained in the registration statement filed by the
Registrant under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
and filed prior to the filing hereof shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein modifies or supersedes such statement, and any
statement contained herein or in any other document 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 in any other
subsequently filed document which also is 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.
II - 1
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law ("Delaware Law") authorizes
corporations to limit or eliminate the personal liability of directors to
corporations and their stockholders for monetary damages for breach of
directors' fiduciary duty of care. The Company's Certificate of
Incorporation limits the liability of directors of the Company to the Company
or its stockholders to the fullest extent permitted by Delaware Law.
The Company's Certificate of Incorporation provides indemnification
rights to the fullest extent authorized by Delaware Law to any officer or
director of the Company who, by reason of the fact that he or she is an
officer or director of the Company, is involved in a legal proceeding of any
nature. Under Delaware Law, indemnification is provided against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
provided certain conditions are satisfied. Such indemnification rights
include reimbursement for expenses incurred by such officer or director in
advance of the final disposition of such proceedings in accordance with the
applicable provisions of Delaware Law.
The Company has indemnification agreements with each of its directors
and executive officers providing specific procedures to better assure the
right of such persons to indemnification, including procedures for submitting
claims, for determining such person's entitlement to indemnification
(including the allocation of the burden of proof and selection of a reviewing
party) and for enforcing such indemnification rights.
Insurance is maintained by the Company for each director and officer of
the Company covering certain expenses, liabilities or losses he or she may
incur that arise by reason of being a director or officer of the Company or a
subsidiary company, whether or not the Company would have the power to
indemnify such person against such expenses, liability or loss under Delaware
Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following additional exhibits are filed as part of this
Registration Statement or incorporated by reference herein.
II - 2
<PAGE> 4
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<C> <S>
4.3 Gardner Denver Machinery Inc. Long-Term Incentive Plan, as
amended, filed as Exhibit 10.3 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996, filed on March 31, 1997, and incorporated herein by
reference.
4.4 Gardner Denver Machinery Inc. Employee Stock Purchase Plan, filed
as Exhibit 10.8 to the Registrant's Registration Statement on
Form 10, effective on March 31, 1994, and incorporated herein
by reference.
5.2 Opinion of Schmiedeskamp, Robertson, Neu & Mitchell.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Schmiedeskamp, Robertson, Neu & Mitchell (included in
Exhibit 5.2).
24.2 Powers of Attorney.
</TABLE>
ITEM 9. UNDERTAKINGS
(a) 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 "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement (remainder not applicable);
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and 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
II - 3
<PAGE> 5
Statement.
(2) That, for the purpose of determining any liability under
the Securities 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.
(4) Not applicable.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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) - (g) Not applicable.
(h) Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
(i) Not applicable.
(j) Not applicable.
II - 4
<PAGE> 6
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on 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 Quincy, State of Illinois, on April
10, 1997.
GARDNER DENVER MACHINERY INC.
By /s/ Ross J. Centanni
----------------------------------
Ross J. Centanni, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 10, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<C> <S>
/s/ Ross J. Centanni President, Chief Executive Officer,
- --------------------------------------- Director
Ross J. Centanni
/s/ Philip R. Roth Vice President, Finance and Chief
- --------------------------------------- Financial Officer (Principal
Philip R. Roth Financial and Accounting Officer)
<F*> /s/ Donald G. Barger, Jr. Director
- ---------------------------------------
Donald G. Barger, Jr.
<F*> /s/ Thomas M. McKenna Director
- ---------------------------------------
Thomas M. McKenna
<F*> /s/ Alan E. Riedel Director
- ---------------------------------------
Alan E. Riedel
<F*> /s/ Michael J. Sebastian Director
- ---------------------------------------
Michael J. Sebastian
<F*>By: /s/ Helen W. Cornell
- ---------------------------------------
Helen W. Cornell
Attorney-in-fact
</TABLE>
II - 5
<PAGE> 7
FORM S-8
GARDNER DENVER MACHINERY INC.
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit
Number Description
- ------ -----------
<C> <S>
4.3 Gardner Denver Machinery Inc. Long-Term Incentive Plan, as
amended, filed as Exhibit 10.3 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996, filed on March 31, 1997, and incorporated herein by
reference.
4.4 Gardner Denver Machinery Inc. Employee Stock Purchase Plan, filed
as Exhibit 10.8 to the Registrant's Registration Statement on
Form 10, effective on March 31, 1994, and incorporated herein
by reference.
5.2 Opinion of Schmiedeskamp, Robertson, Neu & Mitchell.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Schmiedeskamp, Robertson, Neu & Mitchell (included in
Exhibit 5.2).
24.2 Powers of Attorney.
</TABLE>
<PAGE> 1
Exhibit 5.2
SCHMIEDESKAMP, ROBERTSON, NEU & MITCHELL
525 Jersey
P.O. Box 1069
Quincy, Illinois 62306
Phone (217) 223-3030
Fax (217) 223-1005
April 10, 1997
Board of Directors
Gardner Denver Machinery Inc.
1800 Gardner Expressway
Quincy, Illinois 62301
Re: Registration Statement on Form S-8
Long-Term Incentive Plan, as amended,
and Employee Stock Purchase Plan
Gentlemen:
We have served as counsel to Gardner Denver Machinery Inc. (the
"Company") in connection with the various legal matters relating to the
filing of a registration statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder, relating to 600,000 shares of common stock of the
Company, par value $.01 per share (the "Common Stock"), reserved for issuance
in accordance with the Company's Long-Term Incentive Plan, as amended (the
"Incentive Plan"), and 450,000 shares of Common Stock (the 600,000 shares and
450,000 shares, collectively, the "Shares") reserved for issuance in
accordance with the Company's Employee Stock Purchase Plan (the "Purchase
Plan") (the Incentive Plan and Purchase Plan, collectively, the "Plans").
We have examined such corporate records of the Company, such laws and
such other information as we have deemed relevant, including the Company's
Certificate of Incorporation and Bylaws, certain resolutions adopted by the
Board of Directors of the Company relating to the Plans and certificates
received from state officials and from officers of the Company. In
delivering this opinion, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as certified,
photostatic or conformed copies, and the correctness of all statements
submitted to us by officers of the Company.
<PAGE> 2
Board of Directors
Page 2
April 10, 1997
Based upon the foregoing, the undersigned is of the opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware.
2. The Shares being offered by the Company, if issued in accordance
with the Plans, will be validly issued and outstanding and
will be fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Registration Statement. We also
consent to your filing copies of this opinion as an exhibit to the
Registration Statement with agencies of such states as you deem necessary in
the course of complying with the laws of such states regarding the issuance
of the Shares pursuant to the Plans.
Sincerely,
Schmiedeskamp, Robertson, Neu & Mitchell
By: /s/ William M. McCleery, Jr.
--------------------------------------
<PAGE> 1
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 5,
1997 included in and incorporated by reference in Gardner Denver Machinery
Inc.'s Form 10-K for the year ended December 31, 1996 and to all references
to our Firm included in this registration statement.
Arthur Andersen LLP
St. Louis, Missouri
April 10, 1997
<PAGE> 1
Exhibit 24.2
GARDNER DENVER MACHINERY INC.
LONG-TERM INCENTIVE PLAN
Power of Attorney of Officers and Directors
-------------------------------------------
The undersigned, an officer or director of Gardner Denver Machinery
Inc., a Delaware corporation (the "Company"), which anticipates filing with
the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933 (the "Act") a Registration Statement
on Form S-8 (together with any and all subsequent amendments, including
post-effective amendments, the "Registration Statement") for the purpose of
registering 600,000 shares of common stock, par value $.01 per share, of the
Company (the "Common Stock"), issuable pursuant to the Company's Long-Term
Incentive Plan, as amended, and 450,000 shares of Common Stock issuable
pursuant to the Company's Employee Stock Purchase Plan, does hereby
constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of
them, with full power of substitution and resubstitution, as attorney or
attorneys to execute and file on behalf of the undersigned, in his capacity
as an officer or director of the Company, the Registration Statement and any
and all applications or other documents to be filed with the Commission or
any State blue sky authorities pertaining to the Registration Statement or
registration contemplated thereby, with full power and authority to do and
perform any and all acts and things whatsoever required or necessary to be
done in the premises, as fully as to all intents and purposes as he could do
if personally present, hereby ratifying and approving the acts of said
attorneys and any of them and any such substitution.
Executed at Columbus , Ohio , this 4th day of April, 1997.
------------ -------- -------
/s/Donald G. Barger Jr.
-----------------------------------
<PAGE> 2
Exhibit 24.2
GARDNER DENVER MACHINERY INC.
LONG-TERM INCENTIVE PLAN
Power of Attorney of Officers and Directors
-------------------------------------------
The undersigned, an officer or director of Gardner Denver Machinery
Inc., a Delaware corporation (the "Company"), which anticipates filing with
the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933 (the "Act") a Registration Statement
on Form S-8 (together with any and all subsequent amendments, including
post-effective amendments, the "Registration Statement") for the purpose of
registering 600,000 shares of common stock, par value $.01 per share, of the
Company (the "Common Stock"), issuable pursuant to the Company's Long-Term
Incentive Plan, as amended, and 450,000 shares of Common Stock issuable
pursuant to the Company's Employee Stock Purchase Plan, does hereby
constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of
them, with full power of substitution and resubstitution, as attorney or
attorneys to execute and file on behalf of the undersigned, in his capacity
as an officer or director of the Company, the Registration Statement and any
and all applications or other documents to be filed with the Commission or
any State blue sky authorities pertaining to the Registration Statement or
registration contemplated thereby, with full power and authority to do and
perform any and all acts and things whatsoever required or necessary to be
done in the premises, as fully as to all intents and purposes as he could do
if personally present, hereby ratifying and approving the acts of said
attorneys and any of them and any such substitution.
Executed at Houston , Texas , this 4th day of April, 1997.
----------- --------- -------
/s/Alan E. Riedel
-----------------------------------
<PAGE> 3
Exhibit 24.2
GARDNER DENVER MACHINERY INC.
LONG-TERM INCENTIVE PLAN
Power of Attorney of Officers and Directors
-------------------------------------------
The undersigned, an officer or director of Gardner Denver Machinery
Inc., a Delaware corporation (the "Company"), which anticipates filing with
the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933 (the "Act") a Registration Statement
on Form S-8 (together with any and all subsequent amendments, including
post-effective amendments, the "Registration Statement") for the purpose of
registering 600,000 shares of common stock, par value $.01 per share, of the
Company (the "Common Stock"), issuable pursuant to the Company's Long-Term
Incentive Plan, as amended, and 450,000 shares of Common Stock issuable
pursuant to the Company's Employee Stock Purchase Plan, does hereby
constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of
them, with full power of substitution and resubstitution, as attorney or
attorneys to execute and file on behalf of the undersigned, in his capacity
as an officer or director of the Company, the Registration Statement and any
and all applications or other documents to be filed with the Commission or
any State blue sky authorities pertaining to the Registration Statement or
registration contemplated thereby, with full power and authority to do and
perform any and all acts and things whatsoever required or necessary to be
done in the premises, as fully as to all intents and purposes as he could do
if personally present, hereby ratifying and approving the acts of said
attorneys and any of them and any such substitution.
Executed at Houston , Texas , this 4th day of April, 1997.
----------- --------- -------
/s/Michael J. Sebastian
-----------------------------------
<PAGE> 4
Exhibit 24.2
GARDNER DENVER MACHINERY INC.
LONG-TERM INCENTIVE PLAN
Power of Attorney of Officers and Directors
-------------------------------------------
The undersigned, an officer or director of Gardner Denver Machinery
Inc., a Delaware corporation (the "Company"), which anticipates filing with
the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933 (the "Act") a Registration Statement
on Form S-8 (together with any and all subsequent amendments, including
post-effective amendments, the "Registration Statement") for the purpose of
registering 600,000 shares of common stock, par value $.01 per share, of the
Company (the "Common Stock"), issuable pursuant to the Company's Long-Term
Incentive Plan, as amended, and 450,000 shares of Common Stock issuable
pursuant to the Company's Employee Stock Purchase Plan, does hereby
constitute and appoint Ross J. Centanni and Helen W. Cornell, and each of
them, with full power of substitution and resubstitution, as attorney or
attorneys to execute and file on behalf of the undersigned, in his capacity
as an officer or director of the Company, the Registration Statement and any
and all applications or other documents to be filed with the Commission or
any State blue sky authorities pertaining to the Registration Statement or
registration contemplated thereby, with full power and authority to do and
perform any and all acts and things whatsoever required or necessary to be
done in the premises, as fully as to all intents and purposes as he could do
if personally present, hereby ratifying and approving the acts of said
attorneys and any of them and any such substitution.
Executed at Quincy , Illinois , this 9th day of April, 1997.
----------- ------------ ---------
/s/Thomas M. McKenna
-----------------------------------
