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) February 21, 2006 Gardner Denver, Inc. ----------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 1-13215 76-0419383 ------------------------ ------------------- --------------------- (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 ----------------------------------- (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 8.01. OTHER EVENTS On February 21, 2006, Gardner Denver, Inc. (the "Company") issued a press release announcing the approval by the Company's Board of Directors of a two-for-one split of the Company's common stock to be effected in the form of a 100% stock dividend, subject to the stockholder approval of an increase in the number of authorized shares of the Company's common stock (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. (c) Exhibits. 99.1 Gardner Denver, Inc. Press Release dated February 21, 2006 - 2 - 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: February 21, 2006 By: /s/ Tracy D. Pagliara ----------------------------------------- Tracy D. Pagliara Vice President, Administration, General Counsel and Secretary - 3 - EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ------------------------------------------------ 99.1 Gardner Denver, Inc. Press Release dated February 21, 2006 - 4 -