AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1999 REGISTRATION NO. 333-84397 ========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ GARDNER DENVER, INC. (Exact name of registrant as specified in its charter) DELAWARE 76-0419383 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1800 GARDNER EXPRESSWAY QUINCY, ILLINOIS 62301 (Address of Principal Executive Offices) (Zip Code) GARDNER DENVER, INC. LONG-TERM INCENTIVE PLAN (Full title of the Plan) HELEN W. CORNELL VICE PRESIDENT, CORPORATE SECRETARY AND TREASURER 1800 GARDNER EXPRESSWAY QUINCY, ILLINOIS 62301 (Name and address of agent for service) (217) 222-5400 (Telephone number, including area code, of agent for service) Copies of all correspondence to: Harold B. Oakley, Esq. Schmiedeskamp, Robertson, Neu & Mitchell 525 Jersey, P.O. Box 1069 Quincy, Illinois 62306 ============================================================================================================= CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF TO BE TO BE PRICE PER OFFERING REGISTRATION REGISTERED REGISTERED <F1> SHARE <F2> PRICE <F2> FEE <F3> - ------------------- --------------- ---------- ---------- ------------ COMMON STOCK, $.01 PAR VALUE PER SHARE 500,000 $18.2188 $9,109,400 $2,532.41 - ------------------------------------------------------------------------------------------------------------- <FN> <F1> REPRESENTS (A) THE ADDITIONAL NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE LONG-TERM INCENTIVE PLAN, AS AMENDED, FOR WHICH REGISTRATION STATEMENTS ON FORM S-8 (REG. NO. 33-91088 AND 333-24921) WERE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 1995 AND APRIL 10, 1997, RESPECTIVELY AND (B) AN UNDETERMINABLE NUMBER OF SHARES WHICH MAY BECOME ISSUABLE PURSUANT TO ANTIDILUTION PROVISIONS OF THE PLAN, IN ACCORDANCE WITH RULE 416 UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). <F2> ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE. SUCH ESTIMATE HAS BEEN CALCULATED IN ACCORDANCE WITH RULE 457(H) UNDER THE SECURITIES ACT AND IS BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES PER SHARE OF THE REGISTRANT'S COMMON STOCK AS REPORTED BY THE NEW YORK STOCK EXCHANGE, INC. ON JULY 30, 1999. <F3> PREVIOUSLY PAID IN CONNECTION WITH THE INITIAL FILING OF THIS REGISTRATION STATEMENT. The Registrant amends this Registration Statement in order to replace the document filed originally as Exhibit 5.3 and Exhibit 23.6 with the document submitted with this Amendment No. 1 as Exhibit 5.3 and Exhibit 23.6. ITEM 8. EXHIBITS - ---------------- The following additional exhibits are filed as part of this Amendment No. 1 of the Registration Statement or incorporated by reference herein. Exhibit Number Description - ------- ----------- 4.5 Gardner Denver, Inc. Long-Term Incentive Plan, as amended, filed as Exhibit 10.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed on March 30, 1999, and incorporated herein by reference. 5.3 Opinion of Schmiedeskamp, Robertson, Neu & Mitchell. 23.5 Consent of Arthur Andersen LLP, filed as Exhibit 5.3 to the Registrant's Registration Statement on Form S-8, filed on August 3, 1999, and incorporated herein by reference. 23.6 Consent of Schmiedeskamp, Robertson, Neu & Mitchell (included in Exhibit 5.3). 24.3 Powers of Attorney, filed as Exhibit 24.3 to the Registrant's Registration Statement on Form S-8, filed on August 3, 1999, and incorporated herein by reference. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act -------------- of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on August 4, 1999. GARDNER DENVER, INC. By /s/ Ross J. Centanni ---------------------------------------- Ross J. Centanni, Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on August 4, 1999. Signature Title --------- ----- /s/ Ross J. Centanni Chairman, President, Chief Executive - ------------------------------ Officer, Director Ross J. Centanni /s/ Philip R. Roth Vice President, Finance and Chief - ------------------------------ Financial Officer (Principal Philip R. Roth Financial Officer) /s/ Daniel C. Rizzo, Jr. Vice President and Corporate Controller - ------------------------------ (Chief Accounting Officer) Daniel C. Rizzo, Jr. <F*> /s/ Donald G. Barger, Jr. Director - ------------------------------ Donald G. Barger, Jr. <F*> /s/ Frank J. Hansen Director - ------------------------------ Frank J. Hansen <F*> /s/ Raymond R. Hipp Director - ------------------------------ Raymond R. Hipp <F*> /s/ Thomas M. McKenna Director - ------------------------------ Thomas M. McKenna <F*> /s/ Alan E. Riedel Director - ------------------------------ Alan E. Riedel <F*> /s/ Michael J. Sebastian Director - ------------------------------- Michael J. Sebastian <F*> /s/ Richard L. Thompson Director - ------------------------------- Richard L. Thompson <F*>By: /s/ Helen W. Cornell - ------------------------------- Helen W. Cornell Attorney-in-fact FORM S-8 GARDNER DENVER, INC. EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 4.5 Gardner Denver, Inc. Long-Term Incentive Plan, as amended, filed as Exhibit 10.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed on March 30, 1999, and incorporated herein by reference. 5.3 Opinion of Schmiedeskamp, Robertson, Neu & Mitchell. 23.5 Consent of Arthur Andersen LLP, filed as Exhibit 5.3 to the Registrant's Registration Statement on Form S-8, filed on August 3, 1999, and incorporated herein by reference. 23.6 Consent of Schmiedeskamp, Robertson, Neu & Mitchell (included in Exhibit 5.3). 24.3 Powers of Attorney, filed as Exhibit 24.3 to the Registrant's Registration Statement on Form S-8, filed on August 3, 1999, and incorporated herein by reference.