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): February 25, 2005 THE GORMAN-RUPP COMPANY (Exact Name of Registrant as Specified in its Charter) Ohio ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-6747 34-0253990 ------------------------- ------------------------------------ (Commission File Number) (I.R.S. Employee Identification No.) 305 Bowman Street, Mansfield, Ohio 44903 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (419) 755-1011 ------------------------------------------------------------------ (Registrant's Telephone Number, Including Area Code) Page 1 of 5 Pages ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 25, 2005, The Gorman-Rupp Company issued a news release announcing (i) its audited financial results for the year ended December 31, 2004, (ii) the existence of a material weakness in its internal control over financial reporting, and (iii) the correction of a prior period error relating to the calculation of a deferred income tax liability. This news release is included as Exhibit 99 and is being furnished, not filed, with this Current Report on Form 8-K. 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. THE GORMAN-RUPP COMPANY By /s/ David P. Emmens -------------------------- David P. Emmens Corporate Counsel and Secretary February 25, 2005 EXHIBIT INDEX Exhibit Page ------- ---- (99) News Release dated February 25, 2005 3 2