As filed with the Securities and Exchange Commission on June 24, 2013
Registration No. 333-82081
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
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 of incorporation or organization) |
(I.R.S. Employer Identification No.) |
5215 N. O’Connor Blvd., Suite 2300
Irving, Texas 75039
(Address of Principal Executive Offices, Including Zip Code)
Flowserve Corporation Retirement Savings Plan
(Full titles of the plans)
Carey A. O’Connor
Senior Vice President, General Counsel and Secretary
Flowserve Corporation
5215 N. O’Connor Blvd., Suite 2300
Irving, Texas 75039
(Name and address of agent for service)
(972) 443-6500
(Telephone number, including area code, of agent for service)
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.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
EXPLANATORY NOTE TO POST-EFFECTIVE AMENDMENT NO. 1
On June 24, 2013, Flowserve Corporation (the “Registrant”) effected a three-for-one stock split of the Registrant’s Common Stock, pursuant to which each outstanding share of Common Stock was subdivided into three (3) shares of Common Stock (the “Stock Split”).
Pursuant to Rule 416(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby amends its Registration Statement on Form S-8 (Registration No. 333-82081), filed on July 1, 1999 (the “Prior Registration Statement”), to reflect that, as a result of the Stock Split, the number of shares of Common Stock registered for issuance under the Flowserve Corporation Retirement Savings Plan (the “Plan”) increased from 2,000,000 to 6,000,000. The Prior Registration Statement is further amended to reflect that, in accordance with Rule 416(a) of the Securities Act, the number of shares registered shall include such additional shares that may be offered or issued from time to time pursuant to such Plan as the result of any future stock split, stock dividend or similar adjustment of the Registrant’s outstanding Common Stock.
INCORPORATION BY REFERENCE
The contents of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-82081), filed on July 1, 1999, are incorporated by reference in this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement and has duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 333-82081 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on June 24, 2013
| FLOWSERVE CORPORATION | ||
| By: | /S/ MARK A. BLINN | |
| Mark A. Blinn | ||
| President and Chief Executive Officer | ||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark A. Blinn and Carey A. O’Connor, and each of them with full power to act without the other, the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all amendments (including pre- and post-effective amendments) to this Post-Effective Amendment No. 1 to the Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature |
Title |
Date | ||
| /S/ JAMES O. ROLLANS James O. Rollans |
Non-Executive Chairman of the Board of Directors |
June 24, 2013 | ||
| /S/ MARK A. BLINN Mark A. Blinn |
President, Chief Executive Officer and Director (Principal Executive Officer) |
June 24, 2013 | ||
| /S/ MICHAEL S. TAFF Michael S. Taff |
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
June 24, 2013 | ||
| /S/ GAYLA J. DELLY Gayla J. Delly |
Director | June 24, 2013 | ||
| /S/ ROGER L. FIX Roger L. Fix |
Director | June 24, 2013 | ||
| /S/ JOHN R. FRIEDERY John R. Friedery |
Director | June 24, 2013 | ||
| Signature |
Title |
Date | ||
| /S/ JOE E. HARLAN Joe E. Harlan |
Director | June 24, 2013 | ||
| /S/ RICK J. MILLS Rick J. Mills |
Director | June 24, 2013 | ||
| /S/ CHARLES M. RAMPACEK Charles M. Rampacek |
Director | June 24, 2013 | ||
| /S/ DAVID E. ROBERTS David E. Roberts |
Director | June 24, 2013 | ||
| /s/ William C. Rusnack William C. Rusnack |
Director | June 24, 2013 | ||
Pursuant to the requirements of the Securities Act, the Plan has duly caused this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement to be signed on its behalf, by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on the 24th day of June, 2013.
THE PENSION AND INVESTMENT COMMITTEE
FLOWSERVE CORPORATION RETIREMENT SAVINGS PLAN
| By: | /S/ JUDITH A. WARREN | |
| Judith A. Warren Pension and Investment Committee Member | ||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| 24.1 | Powers of Attorney (included in the signature page hereto). | |