FLOWSERVE CORP — Regulatory Filings 2004

Aug 9, 2004

NT 10-Q 1 a04-9220_1nt10q.htm NT 10-Q

| UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB APPROVAL |
| --- | --- |
| | OMB Number: 3235-0058 Expires: March 31, 2006 Estimatted average burden hours per response........2.50 |
| FORM 12b-25 | |
| NOTIFICATION
OF LATE FILING | SEC FILE NUMBER |
| | CUSIP NUMBER 34354P105 |

| (Check
one): | |
| --- | --- |
| For Period Ended: | June 30, 2004 |
| o Transition Report on Form 10-K | |
| o Transition Report on Form 20-F | |
| o Transition Report on Form 11-K | |
| o Transition Report on Form 10-Q | |
| o Transition Report on Form N-SAR | |
| For the
Transition Period Ended: | |

| Read
Instruction (on back page) Before Preparing Form. Please Print or Type. |
| --- |
| Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein. |

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

*PART I — REGISTRANT INFORMATION*

Flowserve Corporation
Full Name of Registrant
Former Name if
Applicable
5215 N. O’Connor Blvd.,
Suite 2300
Address of Principal
Executive Office (Street and Number)
Irving, Texas 75039
City, State and Zip
Code

*PART II — RULES 12b-25(b) AND (c)*

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

| | (a) | The reason described in
reasonable detail in Part III of this form could not be eliminated without
unreasonable effort or expense |
| --- | --- | --- |
| ý | (b) | The subject annual
report, semi-annual report, transition report on Form 10-K, Form 20-F, Form
11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and |
| | (c) | The accountant’s statement
or other exhibit required by Rule 12b-25(c) has been attached if applicable. |

*PART III — NARRATIVE*

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

(Attach extra Sheets if Needed)

On February 3, 2004, Flowserve Corporation (the “Company”) announced its intention to restate its financial results for the nine months ended September 30, 2003 and the full years 2002, 2001 and 2000. The Company subsequently worked diligently to complete the restatement and filed (i) its amended annual report on Form 10-K/A for 2002 (“2002 Form 10-K/A”) and its annual report on Form 10-K for 2003 (“2003 Form 10-K”) on April 27, 2004 and (ii) its amended quarterly report on Form 10-Q/A for the quarter ended March 31, 2003 (“2003 Q1 Form 10-Q/A”) and its quarterly report on Form 10-Q for the quarter ended March 31, 2004 ( “2004 Q1 Form 10-Q”) on July 8, 2004. Due to the Company’s efforts in connection with the restatement and the completion of the 2002 Form 10-K/A, the 2003 Form 10-K, the 2003 Q1 Form 10-Q/A and the 2004 Q1 Form 10-Q, the Company is not able to finalize the financial statements and related information for inclusion in its quarterly report on Form 10-Q for the quarter ended June 30, 2004 (“2004 2Q Form 10-Q”). Accordingly, the Company is unable to file its 2004 2Q Form 10-Q within the prescribed time period.

SEC 1344 (07-03) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEQ.=1,FOLIO='',FILE='C:\JMS\mries\04-9220-1\task165786\9220-1-ba.htm',USER='mries',CD='Aug 9 15:37 2004'

*PART IV — OTHER INFORMATION*

| (1) | Name and telephone
number of person to contact in regard to this notification — Tara D. Mackey | 972 | 443-6610 |
| --- | --- | --- | --- |
| | (Name) | (Area Code) | (Telephone
Number) |
| (2) | Have all other periodic
reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no, identify
report(s). | | |
| ý Yes | | | o No |
| (3) | Is it anticipated that
any significant change in results of operations from the corresponding period
for the last fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof? | | |
| ý Yes | | | o No |
| | If so, attach an
explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the
results cannot be made. | | |
| Second quarter 2004 sales increased 7 percent to
$654.6 million, compared with $614.4 million in the year-ago quarter.
Second quarter operating income increased 7 percent to $49.6 million,
compared with $46.2 million in the year-ago quarter. Second quarter net
income increased 20 percent to $18.4 million from $15.3 in the year-ago
quarter. Diluted earnings per share increased to $0.33 from $0.28 in the
year-ago quarter. | | | |

| Flowserve
Corporation | | | |
| --- | --- | --- | --- |
| (Name of
Registrant as Specified in Charter) | | | |
| has caused this
notification to be signed on its behalf by the undersigned hereunto duly
authorized. | | | |
| Date | August 9, 2004 | By | /s/ Ronald F. Shuff |
| | | | Ronald F. Shuff, |
| | | | Vice President,
Secretary and General Counsel |

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

| |
| --- |
| Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001). |

*GENERAL INSTRUCTIONS*

| 1. | This form is required by Rule 12b-25 (17 CFR
240.12b-25) of the General Rules and Regulations under the Securities
Exchange Act of 1934. |
| --- | --- |
| 2. | One signed original and four conformed copies of
this form and amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549, in accordance
with Rule 0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter of
public record in the Commission files. |
| 3. | A manually signed copy of the form and amendments
thereto shall be filed with each national securities exchange on |
| | which any class of securities of the registrant is
registered. |
| 4. | Amendments to the notifications must also be filed
on Form 12b-25 but need not restate information that has been |
| | correctly furnished. The form shall be clearly
identified as an amended notification. |
| 5. | Electronic Filers: This form shall not be used by
electronic filers unable to timely file a report solely due to electronic
difficulties. Filers unable to submit reports within the time period
prescribed due to difficulties in electronic filing should comply with either
Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter)
or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (§232.13(b) of this chapter). |

SEQ.=1,FOLIO='',FILE='C:\JMS\mries\04-9220-1\task165786\9220-1-ba.htm',USER='mries',CD='Aug 9 15:37 2004'