SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Amendment
No. 1)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008 Commission file number 1-6747
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
THE GORMAN-RUPP COMPANY
(Exact name of Registrant as specified in its charter)
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Ohio
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34-0253990 |
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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305 Bowman St., Mansfield, Ohio
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44903 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (419) 755-1011
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Title of each class
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Name of each exchange on which registered |
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Common Shares, without par value
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NYSE Alternext Exchange (formerly American Stock Exchange) |
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes o No þ
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
Yes o No þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will
not be contained, to the best of Registrants knowledge, in the definitive proxy statement
incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company) |
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Smaller reporting company o |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
State the aggregate market value of the voting common equity held by non-affiliates of the
Registrant. The aggregate market value is
computed by reference to the price at which the common equity was sold as of June 30, 2008.
$478,458,998
Indicate the number of shares outstanding of each of the Registrants classes of common stock as of
March 1, 2009.
Common Shares, without par value16,707,535
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2008 Annual Report to Shareholders incorporated by reference into Part II (Items
5-9B).
Portions of Notice of 2009 Annual Meeting of Shareholders and related Proxy Statement incorporated
by reference into Part III (Items 10-14).
TABLE OF CONTENTS
Explanatory Note
This Amendment No. 1 on Form 10-K/A (the Amendment) amends the annual report of The Gorman-Rupp
Company (the Company) on Form 10-K for the year ended December 31, 2008 as filed with the
Securities and Exchange Commission on March 5, 2009 (the Original Filing). This Amendment
corrects the Executive Officers of the Registrant section on pages 9 and 10 in Part I of the
Original Filing to remove the positions of Vice President Finance and Assistant Treasurer. These
positions, established effective April 24, 2008 as part of succession planning for the retirement
of two executive officers during 2009, are transitional as of December 31, 2008. Other than the
changes referred to above, all other information in the Original Filing remains unchanged.
PART I
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3), the information regarding executive officers called for by
Item 401 of Regulation S-K and by Item 10 of this Form 10-K is set forth below.
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Elected to |
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Office |
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Position |
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James C. Gorman
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84 |
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Chairman
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1989 |
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Jeffrey S. Gorman
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56 |
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President and Chief Executive Officer
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1998 |
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Robert E. Kirkendall
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66 |
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Senior Vice President, Chief Financial
Officer and Assistant Corporate Secretary
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2003 |
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William D. Danuloff
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61 |
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Vice President and Chief Information
Officer
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2005 |
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Judith L. Sovine
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64 |
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Treasurer
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2001 |
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David P. Emmens
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60 |
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Corporate Counsel and Corporate
Secretary
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2002 |
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Lee A. Wilkins
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Vice President Human Resources
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2006 |
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Except as noted, each of the above-named officers has held his or her executive position with the
Company for the past five years. Mr. J. C. Gorman served as the Companys President from 1964
until 1989, and as Chief Executive Officer from 1964 until 1996. (He has served as a Director of
the Company continuously since 1946.) Mr. J. S. Gorman was elected President and Chief Executive
Officer effective May 1, 1998, after having served as Senior Vice President since 1996. Mr. J. S.
Gorman also held the position of General Manager of the Mansfield Division from 1989 through 2005.
He served as Assistant General Manager from 1986 to 1988; and he held the office of Corporate
Secretary from 1982 to 1990. (He has served as a Director of the Company continuously since 1989.)
Mr. Kirkendall was elected Senior Vice President, Chief Financial Officer and Assistant Corporate
Secretary in 2003. He was elected Senior
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Vice President and Assistant Corporate Secretary in 2002; and he served as Vice President Corporate
Development from 1999 to 2002, Corporate Secretary from 1990 to 2002 and Assistant Treasurer from
1982 to 1999. Mr. Danuloff was elected Vice President and Chief Information Officer in 2005. He
previously served as Vice President Information Technology from 1991 to 2005, after having served
as Director of Information Services from 1981 to 1991. Ms. Sovine was elected Treasurer in 2001.
She served as Assistant Treasurer from 1999 to 2001 and prior to 1999 held a variety of financial
management positions within the Company. Mr. Emmens joined the Company as Corporate Counsel in
1997, and was elected as Corporate Secretary in 2002. He served as Assistant Corporate Secretary
from 1999 to 2002. Mr. Wilkins joined the Company in 1990 and most recently (beginning in 2002 )
served as Corporate Director of Human Resources. Mr. J. S. Gorman is the son of Mr. J. C. Gorman.
Mr. Christopher H. Lake, a Director of the Company, is the son of Dr. Peter B. Lake, also a
Director. There are no other family relationships among any of the Executive Officers and Directors
of the Company.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
3. Exhibits
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Rule 13a-14(a)/15d-14(a) Certifications |
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(32) |
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Section 1350 Certifications |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
THE GORMAN-RUPP COMPANY
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By:
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/s/ DAVID P. EMMENS
David P. Emmens
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Corporate Counsel and Secretary |
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Date: March 25, 2009
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