UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
May 2, 2006
Gardner Denver, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-13215 76-0419383
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1800 Gardner Expressway 62305
Quincy, Illinois ------------
------------------------------------------ (Zip Code)
(Address of Principal Executive Offices)
(217) 222-5400
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(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
| | Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On May 3, 2006, Gardner Denver, Inc. (the "Company") filed an amendment
to its Certificate of Incorporation with the Secretary of State of the State of
Delaware. The amendment, approved by the Company's stockholders at the Company's
annual stockholder's meeting, effected an increase in the authorized shares of
the Company's common stock. Article IV, Section 4.01 of the Company's
Certificate of Incorporation was amended to increase the number of shares of
stock the Company has the authority to issue from 60,000,000 shares (10,000,000
shares of preferred stock and 50,000,000 of common stock), to 110,000,000 shares
(10,000,000 shares of preferred stock and 100,000,000 of common stock). The only
changes in the Company's prior Certificate of Incorporation were those numeric
changes required to reflect the increase in authorized common stock. A complete
copy of the Company's Certificate of Incorporation, as amended by the
above-described Certificate of Amendment, is attached hereto as Exhibit 3.1 to
this Form 8-K and is incorporated by reference herein.
ITEM 8.01 OTHER EVENTS
On May 2, 2006, the Company issued a press release announcing the
approval by the Company's stockholders of an increase in the Company's
authorized common stock allowing for the previously announced stock split in the
form of a 100% stock dividend (the "Press Release"). A copy of the Press Release
is furnished with this report as Exhibit 99.1 to this Form 8-K and incorporated
by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
3.1 Certificate of Incorporation of Gardner Denver, Inc., as amended
on May 5, 1998 and May 3, 2006
99.1 Gardner Denver, Inc. Press Release dated May 2, 2006
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GARDNER DENVER, INC.
Date: May 3, 2006 By: /s/ Tracy D. Pagliara
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Tracy D. Pagliara
Vice President, Administration,
General Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3.1 Certificate of Incorporation of Gardner Denver, Inc., as amended
on May 5, 1998 and May 3, 2006
99.1 Gardner Denver, Inc. Press Release dated May 2, 2006
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