UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) October 6, 2011
Gardner Denver, Inc.
(Exact name of registrant as specified in its charter)
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1500 Liberty Ridge Drive, Suite 3000
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(Address of principal executive offices)
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(Zip Code)
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(610) 249-2000
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On October 6, 2011, Gardner Denver, Inc. (the “Company”) entered into a share purchase agreement with Aksia Capital III, Siusi S.p.A., Sergio Ghisleni, Antonio Robuschi, Paolo Urbanis, Ugo Remitti, Cristian Spallanzani, Luca Barioni, Paolo Cavatorta, and Paolo Dalla Giacoma, the holders of 100% of the outstanding shares of Robuschi S.p.A. (“Robuschi”) for approximately €152 million ($207 million at current exchange rates).
The transaction is subject to customary closing conditions, including the receipt of applicable regulatory approvals. The acquisition is not conditioned upon the Company’s receipt of financing and is expected to close in the fourth quarter of 2011.
Item 7.01 Regulation FD Disclosure
On October 11, 2011, the Company issued a press release announcing that it entered into a share purchase agreement to acquire Robuschi. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
99.1 Gardner Denver, Inc. Press Release dated October 11, 2011
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.
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GARDNER DENVER, INC.
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Date: October 11, 2011
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By:
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/s/ Brent A. Walters
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Brent A. Walters
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Vice President, General Counsel,
Chief Compliance Officer & Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Gardner Denver, Inc. Press Release dated October 11, 2011
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