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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)
         
New York   1-13179   31-0267900
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
     
5215 N. O’Connor Blvd., Suite 2300, Irving, Texas
(Address of Principal Executive Offices)
  75039
(Zip Code)
(972) 443-6500
(Registrant’s 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:
     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
   
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
   
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
   
o
  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
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Press Release


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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 Company’s press release, dated March 31, 2006 announcing the election of Mr. Fix to serve on the Company’s 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.
     
Exhibit No.   Description
Exhibit 99.1
  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.
         
  FLOWSERVE CORPORATION
 
 
Dated: March 31, 2006  By:   /s/ Ronald F. Shuff    
    Ronald F. Shuff   
    Vice President, Secretary and General Counsel   
 

 


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EXHIBIT INDEX
     
Exhibit No.   Description
Exhibit 99.1
  Press release issued by Flowserve Corporation on March 31, 2006

 

exv99w1
 

EXHIBIT 99.1
(FLOWSSERVE LOGO)
     
Investor Contact:   Michael Conley, Vice President — Investor Relations (972) 443-6557
Media Contact:   Lars Rosene, Director — Global Communications (469) 420-3264
 
FOR IMMEDIATE RELEASE
Roger Fix Named to Flowserve Board of Directors
 
Dallas—March 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 world’s leading providers of fluid motion and control products and services. Operating in 56 countries, the company produces engineered
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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 Company’s management and outside auditors on the Company’s internal control over financial reporting and related certifications; continuing delays in the Company’s 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 Company’s tax returns, including the upcoming IRS audit of the company’s U.S. tax returns for the years 2002 through 2004; the Company’s 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 Company’s products or competitors’ responses to the Company’s strategies; the Company’s 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 Company’s 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 Company’s relative geographical profitability and its impact on the Company’s utilization of foreign tax credits; the recognition of significant expenses associated with realigning operations of acquired companies with those of Flowserve; the Company’s 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
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Company’s products as compared with those of its competitors; changes in prevailing interest rates and the Company’s 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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(LETTERHEAD)