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)
April 26, 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
Quincy, Illinois 62305
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(Address of Principal Executive Offices) (Zip Code)
(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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 26, 2006, Gardner Denver, Inc. (the "Company") issued a
press release announcing the Company's results for the first quarter of
2006, certain recent activities, and updated guidance for diluted earnings
per share for the second quarter of 2006 and for the fiscal year ending
December 31, 2006 (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 7.01 REGULATION FD DISCLOSURE.
Effective January 1, 2006, the Company made certain organizational
changes that resulted in a realignment of its reportable segments. Pump
operations, providing specialty bronze and high alloy pumps for the general
industrial and marine markets (a component of the Thomas Industries Inc.
acquisition in July 2005), and self-sealing coupling operations (a component
of the Syltone plc acquisition in January 2004), have been transferred from
the Compressor and Vacuum Products segment to the Fluid Transfer Products
segment. Operating results of the Todo Group, a manufacturer of self-sealing
couplings that was acquired in January 2006, have been included in the Fluid
Transfer Products segment. Unaudited selected quarterly segment financial
information for the years ended December 31, 2005 and 2004 has been restated
to reflect this realignment and is furnished with this report as Exhibit
99.2 to this Form 8-K and incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Gardner Denver, Inc. Press Release dated April 26, 2006
99.2 Unaudited selected segment financial information
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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: April 26, 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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99.1 Gardner Denver, Inc. Press Release dated April 26, 2006
99.2 Unaudited selected segment financial information
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