<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1999
REGISTRATION NO. 333-84397
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
GARDNER DENVER, 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, INC. LONG-TERM INCENTIVE 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
<TABLE>
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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 <F3>
- ------------------- --------------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.01
PAR VALUE PER SHARE 500,000 $18.2188 $9,109,400 $2,532.41
- -------------------------------------------------------------------------------------------------------------
<FN>
<F1> REPRESENTS (A) THE ADDITIONAL NUMBER OF SHARES AVAILABLE FOR
ISSUANCE UNDER THE LONG-TERM INCENTIVE PLAN, AS AMENDED, FOR
WHICH REGISTRATION STATEMENTS ON FORM S-8 (REG. NO. 33-91088
AND 333-24921) WERE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON APRIL 11, 1995 AND APRIL 10, 1997, RESPECTIVELY
AND (B) AN UNDETERMINABLE NUMBER OF SHARES WHICH MAY BECOME
ISSUABLE PURSUANT TO ANTIDILUTION PROVISIONS OF THE PLAN, 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 IS
BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES PER SHARE OF
THE REGISTRANT'S COMMON STOCK AS REPORTED BY THE NEW YORK STOCK
EXCHANGE, INC. ON JULY 30, 1999.
<F3> PREVIOUSLY PAID IN CONNECTION WITH THE INITIAL FILING OF THIS
REGISTRATION STATEMENT.
</TABLE>
<PAGE>
The Registrant amends this Registration Statement in order to replace
the document filed originally as Exhibit 5.3 and Exhibit 23.6 with the
document submitted with this Amendment No. 1 as Exhibit 5.3 and Exhibit
23.6.
ITEM 8. EXHIBITS
- ----------------
The following additional exhibits are filed as part of this Amendment
No. 1 of the Registration Statement or incorporated by reference herein.
Exhibit
Number Description
- ------- -----------
4.5 Gardner Denver, Inc. Long-Term Incentive Plan, as amended,
filed as Exhibit 10.1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1998, filed on
March 30, 1999, and incorporated herein by reference.
5.3 Opinion of Schmiedeskamp, Robertson, Neu & Mitchell.
23.5 Consent of Arthur Andersen LLP, filed as Exhibit 5.3 to the
Registrant's Registration Statement on Form S-8, filed on
August 3, 1999, and incorporated herein by reference.
23.6 Consent of Schmiedeskamp, Robertson, Neu & Mitchell (included
in Exhibit 5.3).
24.3 Powers of Attorney, filed as Exhibit 24.3 to the Registrant's
Registration Statement on Form S-8, filed on August 3, 1999,
and incorporated herein by reference.
<PAGE>
<PAGE>
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 Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Quincy, State of Illinois, on August 4, 1999.
GARDNER DENVER, INC.
By /s/ Ross J. Centanni
----------------------------------------
Ross J. Centanni, Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on August 4, 1999.
Signature Title
--------- -----
/s/ Ross J. Centanni Chairman, President, Chief Executive
- ------------------------------ Officer, Director
Ross J. Centanni
/s/ Philip R. Roth Vice President, Finance and Chief
- ------------------------------ Financial Officer (Principal
Philip R. Roth Financial Officer)
/s/ Daniel C. Rizzo, Jr. Vice President and Corporate Controller
- ------------------------------ (Chief Accounting Officer)
Daniel C. Rizzo, Jr.
<F*> /s/ Donald G. Barger, Jr. Director
- ------------------------------
Donald G. Barger, Jr.
<F*> /s/ Frank J. Hansen Director
- ------------------------------
Frank J. Hansen
<F*> /s/ Raymond R. Hipp Director
- ------------------------------
Raymond R. Hipp
<F*> /s/ Thomas M. McKenna Director
- ------------------------------
Thomas M. McKenna
<F*> /s/ Alan E. Riedel Director
- ------------------------------
Alan E. Riedel
<PAGE>
<PAGE>
<F*> /s/ Michael J. Sebastian Director
- -------------------------------
Michael J. Sebastian
<F*> /s/ Richard L. Thompson Director
- -------------------------------
Richard L. Thompson
<F*>By: /s/ Helen W. Cornell
- -------------------------------
Helen W. Cornell
Attorney-in-fact
<PAGE>
<PAGE>
FORM S-8
GARDNER DENVER, INC.
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------ -----------
4.5 Gardner Denver, Inc. Long-Term Incentive Plan, as amended,
filed as Exhibit 10.1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998, filed
on March 30, 1999, and incorporated herein by reference.
5.3 Opinion of Schmiedeskamp, Robertson, Neu & Mitchell.
23.5 Consent of Arthur Andersen LLP, filed as Exhibit 5.3 to the
Registrant's Registration Statement on Form S-8, filed on
August 3, 1999, and incorporated herein by reference.
23.6 Consent of Schmiedeskamp, Robertson, Neu & Mitchell
(included in Exhibit 5.3).
24.3 Powers of Attorney, filed as Exhibit 24.3 to the
Registrant's Registration Statement on Form S-8, filed on
August 3, 1999, and incorporated herein by reference.
<PAGE>
Exhibit 5.3
(Schmiedeskamp, Robertson, Neu & Mitchell letterhead)
August 3, 1999
Board of Directors
Gardner Denver, Inc.
1800 Gardner Expressway
Quincy, Illinois 62301
Re: Registration Statement on Form S-8
Long-Term Incentive Plan, as amended
Gentlemen:
We have served as counsel to Gardner Denver, 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 500,000 shares (the "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 "Plan").
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 Plan
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>
<PAGE>
Board of Directors
Page 2
August 3, 1999
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 Plan, 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 Plan.
Sincerely,
Schmiedeskamp, Robertson, Neu & Mitchell
By: /s/Harold B. Oakley
-------------------------------------
Harold B. Oakley
