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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FLOWSERVE CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 31-0267900
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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222 LAS COLINAS BOULEVARD, SUITE 1500
IRVING, TEXAS 75039
(Address of Principal Executive Offices)
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CHARLES C. HALL PROFIT SHARING RETIREMENT PLAN
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RONALD F. SHUFF, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
FLOWSERVE CORPORATION
222 LAS COLINAS BOULEVARD, SUITE 1500
IRVING, TEXAS 75039
(972) 443-6500
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED SECURITY PRICE REGISTRATION FEE
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Common Stock, par value $1.25 per share 675,000 shares N/A $13,921,875(3) $3,870.28
(1)(2)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit
plan described herein.
(2) This Registration Statement also covers the associated preferred stock
purchase rights (the "Rights") issued pursuant to a Rights Agreement dated
as of August 1, 1986, and amended as of August 1, 1996 and as of June 1,
1998, between the Registrant and National City Bank, as Rights Agent. Prior
to the occurrence of certain events, the Rights will not be exercisable or
evidenced separately from the Registrant's Common Stock.
(3) Estimated solely for purposes of calculating the registration fee required
by Section 6(b) of the Securities Act, the proposed maximum aggregate
offering price of the Registrant's Common Stock was calculated in
accordance with Rule 457(c) and (h) under the Securities Act as the average
of the high and low prices per share of the Registrant's Common Stock on
June 22, 1999 as reported on the New York Stock Exchange, multiplied by
675,000, the number of shares of the Registrant's Common Stock to be
offered or sold pursuant to the employee benefit plan described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Flowserve Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement on Form S-8 (the "Registration
Statement") the following documents previously filed with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"):
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999;
(c) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A/A, as amended, filed
with the SEC on July 18, 1997 pursuant to Section 12 of the
Exchange Act.
(d) The description of the Registrant's Series A Junior
Participating Preferred Stock contained in the Registration
Statement on Form 8-A/A, as amended, filed with the SEC on
June 1, 1998, pursuant to Section 12 of the Exchange Act.
(e) The Annual Report on Form 11-K of the Charles C. Hall Profit
Sharing Retirement Plan for the year ended December 31, 1997.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Business Corporation Law of the State of New York ("BCL") provides
that if a derivative action is brought against a director or officer, the
Registrant may indemnify him or her against amounts paid in settlement and
reasonable expenses, including attorneys' fees incurred by him or her in
connection with the defense or settlement of such action, if such director or
officer acted on good faith for a purpose which he or she reasonably believed to
be in the best interests of the Registrant, except that no indemnification shall
be made without court approval in respect of a threatened action, or a pending
action settled or otherwise disposed of, or in respect of any matter as to which
such director or officer has been found liable to the Registrant. In a
nonderivative action or threatened action, the BCL provides that the Registrant
may indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her in defending such action if such director or officer acted in good faith for
a purpose which he or she reasonably believed to be in the best interests of the
Registrant.
Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the by-laws of a
corporation or, when authorized by such certificate of incorporation or by-laws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.
The above is a general summary of certain indemnity provisions of the
BCL and is subject, in all cases, to the specific and detailed provisions of
Sections 721-725 of the BCL.
Article IX, Section 1 of the Registrant's By-laws provide that the
Registrant shall indemnify any present or future director or officer from and
against any and all liabilities and expenses to the maximum extent permitted by
the BCL as the same presently exists or to the greater extent permitted by any
amendment hereafter adopted.
Section 726 of the BCL also contains provisions authorizing the
Registrant to obtain insurance on behalf of any such director and officer
against liabilities, whether or not the Registrant would have the power to
indemnify against such liabilities. As permitted by law, the Registrant
maintains and pays premiums for directors' and officers' liability insurance
policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Registrant, as amended (filed as
Exhibit 3.1 to the Registration Statement on Form S-4 as filed on June 19, 1997
(the "Form S-4")).*
4.2 By-Laws of the Registrant, as amended (filed as Exhibit 3.2 to the Form S-4).*
4.3 Rights Agreement dated as of August 1, 1986 between the Registrant and BankOne,
N.A., as Rights Agent (filed as Exhibit 1 to the Registrant's Form 8-A dated
August 13, 1986).*
4.4 Amendment dated as of August 1, 1996 to the Rights Agreement dated as of August 13,
1986 (filed as Exhibit 4.5 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996).*
4.5 Amendment No. 2 dated as of June 1, 1998, to the Rights Agreement dated as of
August 13, 1986, and amended as of August 1, 1996 (filed
as Exhibit 1 to the Registrant's Form 8-A/A dated June
11, 1998).*
4.6 Charles C. Hall Profit Sharing Retirement Plan.
5.1 Opinion of Ronald F. Shuff.
23.1 Consent of Ronald F. Shuff (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Siegfried Crandall Vos & Lewis, P.C.
24.1 Powers of Attorney
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* Incorporated by reference to a document previously filed
with the SEC.
ITEM 9. UNDERTAKINGS
(a) Rule 415 offering. The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
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(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to section
13 or section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Subsequent Exchange Act Documents. That, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Indemnification. Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing this Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, State of Texas, on the 28th day of June 1999.
Flowserve Corporation
(Registrant)
By: /s/ Ronald F. Shuff
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Ronald F. Shuff
Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
/s/BERNARD G. RETHORE Chairman of the Board, President and Chief
- --------------------------- Executive Officer
Bernard G. Rethore (Principal Executive Officer) June 28, 1999
/s/ RENEE J. HORNBAKER Vice President and Chief Financial Officer
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Renee J. Hornbaker June 28, 1999
/s/ RICK L. JOHNSON Vice President Business Development and
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Rick L. Johnson June 28, 1999
/s/ WILLIAM C. RUSNACK* Director, Chairman of Audit/Finance
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William C. Rusnack June 28, 1999
/s/ DIANE C. HARRIS* Director, Member of Audit/Finance Committee
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Diane C. Harris June 28, 1999
/s/ CHARLES M. RAMPACEK* Director, Member of Audit/Finance Committee
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Charles M. Rampacek June 28, 1999
/s/ JAMES O. ROLLANS* Director, Member of Audit/Finance Committee
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James O. Rollans June 28, 1999
* By: /s/ RONALD F. SHUFF
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Ronald F. Shuff
Attorney-in-fact
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Pursuant to the requirements of the Securities Act of 1933, the Plan has duly
caused this Registration Statement to be signed on its behalf, by the
undersigned, thereunto duly authorized, in the City of Irving, State of Texas,
on the 28th day of June, 1999.
CHARLES C. HALL PROFIT SHARING RETIREMENT PLAN
OF FLOWSHARE FSD CORPORATION
By: /s/Ronald F. Shuff
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Vice President, Secretary and General Counsel
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Registrant, as amended (filed as
Exhibit 3.1 to the Registration Statement on Form S-4 as filed on June 19, 1997
(the "Form S-4")).*
4.2 By-Laws of the Registrant, as amended (filed as Exhibit 3.2 to the Form S-4).*
4.3 Rights Agreement dated as of August 1, 1986 between the Registrant and BankOne,
N.A., as Rights Agent (filed as Exhibit 1 to the Registrant's Form 8-A dated
August 13, 1986).*
4.4 Amendment dated as of August 1, 1996 to the Rights Agreement dated as of August 13,
1986 (filed as Exhibit 4.5 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996).*
4.5 Amendment No. 2 dated as of June 1, 1998, to the Rights Agreement dated as of
August 13, 1986, and amended as of August 1, 1996 (filed
as Exhibit 1 to the Registrant's Form 8-A/A dated June
11, 1998).*
4.6 Charles C. Hall Profit Sharing Retirement Plan.
5.1 Opinion of Ronald F. Shuff.
23.1 Consent of Ronald F. Shuff (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Siegfried Crandall Vos & Lewis, P.C.
24.1 Powers of Attorney
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* Incorporated by reference to a document previously filed with the SEC.