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) January 21, 2013
Gardner Denver, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-13215 | 76-0419383 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1500 Liberty Ridge Drive, Suite 3000 Wayne, PA |
19087 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(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):
| ¨ | 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 2.02. Results of Operations and Financial Condition.
On January 21, 2013, Gardner Denver, Inc. (the “Company”) issued a press release (the “Press Release”) stating that it expects its fourth quarter 2012 adjusted diluted earnings per share to be above the high end of the previously announced range of $1.22 to $1.32. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information furnished in this Item 2.02, 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 7.01. | Regulation FD Disclosure. |
In addition to the financial performance guidance for 2012 referenced in Item 2.02 above, the Press Release also announced the resignation of Brian L. Cunkelman from his position as Vice President of the Company and President, Industrial Products Group. Vincent Trupiano, the Vice President and General Manager of the Company’s Nash business, has been named Vice President of the Company and President, Industrial Products Group effective January 21, 2013. T. Duane Morgan, Vice President of the Company and President, Engineered Products Group will assume leadership of the Company’s Nash business until a successor to Mr. Trupiano is named.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of 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. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Gardner Denver, Inc. Press Release, dated January 21, 2013 | |
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: January 22, 2013 | By: | /s/ Brent A. Walters | ||||
| Brent A. Walters | ||||||
| Vice President, General Counsel, Chief Compliance Officer & Secretary | ||||||
3
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Gardner Denver, Inc. Press Release, dated January 21, 2013 | |