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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): June 1, 2006
FLOWSERVE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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New York
(State or Other Jurisdiction
of Incorporation)
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1-13179
(Commission File Number)
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31-026790
(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:
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))
Item 8.01 Other Events.
On June 1, 2006, Flowserve Corporation (the Company) issued a press release to report that the
staff of the U.S. Securities and Exchange Commission concluded its investigation related to the
Companys restatements without recommending any enforcement action against the Company.
A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Number |
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Description |
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99.1
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Press Release, dated June 1, 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 thereunto duly authorized.
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FLOWSERVE CORPORATION
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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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Date: June 6, 2006
Exhibit Index
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Exhibit |
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Number |
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Description |
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99.1
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Press Release, dated June 1, 2006 |
exv99w1
Exhibit 99.1
FLOWSERVE CORPORATION
News Release
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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
Flowserve Announces Notification From SEC Of The Conclusion Of Investigation
Into Restatements Without Enforcement Action
DALLAS June 1, 2006 Flowserve Corp. (NYSE: FLS) today reported that the staff of the
Securities and Exchange Commission (SEC) has concluded its investigation related to the companys
restatements without recommending any enforcement action against the company. Flowserve cooperated
with the SEC during the course of the investigation, which was first announced on February 6, 2004.
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 investigation; 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, uncertainties in certain Middle Eastern countries such
as Iran, and their 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 thre
at 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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