FLOWSERVE CORP — Regulatory Filings 2004

Mar 15, 2004

NT 10-K 1 a04-3460_1nt10k.htm NT 10-K

| 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:	December
31, 2003
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.

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 predominately to correct inventory and related balances and cost of sales. The Company is working diligently to complete the restatement as expeditiously as possible, and the Audit/Finance Committee of the Board of Directors is conducting a review of the matter. Until these matters are resolved, the Company is not able to finalize the financial statements and related information for inclusion in the Company’s annual report on Form 10-K for 2003 (the “2003 Form 10-K”). Accordingly, the Company is unable to file its 2003 Form 10-K 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\khuggett\04-3460-1\task93545\3460-1-ba.htm',USER='khugget',CD='Mar 15 00:03 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. | | |
| | As
a result of the restatement described in response to Part III, the Company is
not able to complete its financial statements for 2003. Until the restatement is completed, the
Company is not in a position to further quantify the changes in results of
operations for 2003 as compared to restated results for 2002. | | |

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	March
15, 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\khuggett\04-3460-1\task93545\3460-1-ba.htm',USER='khugget',CD='Mar 15 00:03 2004'