1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 1999 REGISTRATION NO. 333-50667 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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) 222 LAS COLINAS BOULEVARD, SUITE 1500 IRVING, TEXAS 75039 (Address of principal executive offices) ---------------- BW/IP INTERNATIONAL, INC. CAPITAL ACCUMULATION PLAN (Full title of the plan) 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) A total of 1,500,000 shares of Flowserve Corporation common stock, par value $1.25 per share, were registered by Form S-8 Registration Statement No. 333-50667 for the BW/IP International, Inc. Capital Accumulation Plan. On July 1, 1999, the BW/IP International, Inc. Capital Accumulation Plan merged into the Flowserve Corporation Retirement Savings Plan. 1,083,754 shares of the common stock which were registered for the BW/IP International, Inc. Capital Accumulation Plan had not been issued and, pursuant to Instruction E to Form S-8 and the telephonic interpretations of the Securities and Exchange Commission (Interpretation No. 89 of Section G. Securities Act Forms of the Division of Corporation Finance's Manual of Publicly Available Telephone Interpretations - July 1997), are to be carried forward to the Registration Statement on Form S-8 filed in connection with the Flowserve Corporation Retirement Savings Plan.
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on the 22nd day of December, 1999. Flowserve Corporation (Registrant) By: /s/ RONALD F. SHUFF --------------------------------------------- Vice President, Secretary and General Counsel Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to 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 and - --------------------------- Chief Executive Officer December 22, 1999 Bernard G. Rethore (Principal Executive Officer) /s/ C. SCOTT GREER President, Chief Operating Officer and - --------------------------- Director December 22, 1999 C. Scott Greer /s/ RENEE J. HORNBAKER Vice President and Chief Financial Officer - --------------------------- (Principal Financial Officer) December 22, 1999 Renee J. Hornbaker /s/ RICK L. JOHNSON Vice President, Business Development and - --------------------------- Controller (Principal Accounting Officer) December 22, 1999 Rick L. Johnson /s/ WILLIAM C. RUSNACK* Director, Chairman of Audit/Finance - --------------------------- Committee December 22, 1999 William C. Rusnack /s/ DIANE C. HARRIS* Director, Member of Audit/Finance Committee - --------------------------- December 22, 1999 Diane C. Harris /s/ CHARLES M. RAMPACEK* Director, Member of Audit/Finance Committee - --------------------------- December 22, 1999 Charles M. Rampacek /s/ JAMES O. ROLLANS* Director, Member of Audit/Finance Committee - --------------------------- December 22, 1999 James O. Rollans * By: /s/ RONALD F. SHUFF - --------------------------- Ronald F. Shuff Attorney-in-fact 2
3 Pursuant to the requirements of the Securities Act of 1933, as amended, the persons who administer the Flowserve Corporation Retirement Savings Plan, the successor plan to the BW/IP International, Inc. Capital Accumulation Plan, have duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas on December 22, 1999. THE PENSION AND INVESTMENT COMMITTEE OF FLOWSERVE CORPORATION By: /s/ RONALD F. SHUFF ---------------------------------------- Committee Member 3