e8vk
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): March 27, 2006
FLOWSERVE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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New York
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1-13179
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31-0267900 |
(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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5215 N. OConnor Blvd., Suite 2300, Irving, Texas
(Address of Principal Executive Offices)
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75039
(Zip Code) |
(972) 443-6500
(Registrants telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On March 27, 2006, the Board of Directors (the Board) of Flowserve Corporation (the
Company) elected Roger Fix, the President and Chief Executive Officer of Standex International
Corporation, a diversified manufacturing and marketing company, to serve as a new member of the
Board, effective as of April 1, 2006.
A copy of the Companys press release, dated March 31, 2006 announcing the election of Mr. Fix
to serve on the Companys Board is attached as Exhibit 99.1 of this Current Report on Form 8-K and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
Exhibit 99.1
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Press release of Flowserve Corporation dated March 31, 2006 |
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 hereunto duly authorized.
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FLOWSERVE CORPORATION
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Dated: March 31, 2006 |
By: |
/s/ Ronald F. Shuff
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Ronald F. Shuff |
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Vice President, Secretary and General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
Exhibit 99.1
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Press release issued by Flowserve Corporation on March 31, 2006 |
exv99w1
EXHIBIT 99.1
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Investor Contact: |
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Michael Conley, Vice President Investor Relations (972) 443-6557 |
Media Contact: |
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Lars Rosene, Director Global Communications (469) 420-3264 |
FOR IMMEDIATE RELEASE
Roger Fix Named to Flowserve Board of Directors
DallasMarch 31, 2006 Flowserve Corp. (NYSE:FLS) announced today that Roger Fix was elected
to its board of directors effective April 1, 2006. Fix, 52, is currently the president and chief
executive officer of Standex International Corp., a diversified manufacturing and marketing
company.
Prior to his current position at Standex, Fix served as chief executive officer, president and
director of Outboard Marine Corp. Fix has also served in senior leadership roles at several
manufacturing companies including a career at John Crane where he was named chief executive in
1998. Other companies where Fix held senior positions include XOMOX, a division of Emerson
Electric, Reda Pump, a division of Pearson, Plc. and Fisher Controls Company.
We are very pleased that Roger has joined the Flowserve board of directors, said Lewis M. Kling,
President and CEO of Flowserve. He has a vast knowledge of our industry and superb leadership
skills that will make him an asset to our board. In addition, his previous experience in our
industry and his leadership roles within manufacturing make him well-suited to provide an immediate
contribution to the Flowserve board.
Fix holds a bachelor of science in mechanical engineering from the University of Nebraska and a
master of science in mechanical engineering from the University of Texas.
With the addition of Fix, the board of directors increases to 11 members.
Flowserve Corp. is one of the worlds leading providers of fluid motion and control products and
services. Operating in 56 countries, the company produces engineered
and industrial pumps, seals and valves as well as a range of related flow management services.
SAFE HARBOR STATEMENT: This news release includes forward-looking statements. Forward looking
statements are all statements that are not statements of historical facts and include, without
limitation, statements relating to our business strategy and statements of expectations, beliefs,
future plans and strategies and anticipated developments concerning our industry, business,
operations and financial performance and condition. The words believe, seek, anticipate,
plan, estimate, expect, intend, project, forecast, predict, potential, continue,
will, may, could, should, and other words of similar meaning are intended to identify
forward-looking statements. The forward-looking statements made in this news release are made
pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve known and unknown risks, uncertainties and other factors that,
in some cases, are beyond our control. These risks, uncertainties and factors may cause our actual
results, performance and achievements, or industry results and market trends, to be materially
different from any future results, performance, achievements or trends expressed or implied by such
forward-looking statements. Important risks, uncertainties and other factors that could cause
actual results to differ from these forward-looking statements include, but are not limited to, the
following: delays in future reports of the Companys management and outside auditors on the
Companys internal control over financial reporting and related certifications; continuing delays
in the Companys filing of its periodic public reports and any SEC, NYSE or debt rating agencies
actions resulting therefrom; the possibility of adverse consequences of the pending securities
litigation and SEC investigations; the possibility of adverse consequences of governmental tax
audits of the Companys tax returns, including the upcoming IRS audit of the companys U.S. tax
returns for the years 2002 through 2004; the Companys ability to convert bookings, which are not
subject to nor computed in accordance with generally accepted accounting principles, into revenues
at acceptable, if any, profit margins, since such profit margins cannot be assured nor be
necessarily assumed to follow historical trends; changes in the financial markets and the
availability of capital; changes in the already competitive environment for the Companys products
or competitors responses to the Companys strategies; the Companys ability to integrate
acquisitions into its management and operations; political risks, military actions or trade
embargoes affecting customer markets, including the continuing conflict in Iraq and its potential
impact on Middle Eastern markets and global petroleum producers; the Companys ability to comply
with the laws and regulations affecting its international operations, including the U.S. export
laws, and the effect of any noncompliance; the health of the petroleum, chemical, power and water
industries; economic conditions and the extent of economic growth in the U.S. and other countries
and regions; unanticipated difficulties or costs associated with the implementation of systems,
including software; the Companys relative geographical profitability and its impact on the
Companys utilization of foreign tax credits; the recognition of significant expenses associated
with realigning operations of acquired companies with those of Flowserve; the Companys ability to
meet the financial covenants and other requirements in its debt agreements; any terrorist attacks
and the response of the U.S. to such attacks or to the threat of such attacks; technological
developments in the
Companys products as compared with those of its competitors; changes in prevailing interest rates
and the Companys effective interest costs; and adverse changes in the regulatory climate and other
legal obligations imposed on the Company. It is not possible to foresee or identify all the factors
that may affect our future performance or any forward-looking information, and new risk factors can
emerge from time to time. Given these risks and uncertainties, you should not place undue reliance
on forward-looking statements as a prediction of actual results. All forward-looking statements
included in this news release are based on information available to us on the date of this news
release. We undertake no obligation to revise or update any forward-looking statement or disclose
any facts, events or circumstances that occur after the date hereof that may affect the accuracy of
any forward-looking statement.
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