GORMAN RUPP CO

Annual Report • Mar 25, 2009

10-K/A 1 l35959ae10vkza.htm FORM 10-K/A FORM 10-K/A PAGEBREAK

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SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K/A

(Amendment No. 1)

þ 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****

OR

o 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)

Ohio	34-0253990
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
305 Bowman St., Mansfield, Ohio	44903
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code ( 419) 755-1011

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class	Name of each exchange on which registered
Common Shares, without par value	NYSE Alternext Exchange (formerly American Stock Exchange)

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 Registrant’s 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):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o (Do not check if a smaller reporting company) 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 Registrant’s classes of common stock as of March 1, 2009 .

Common Shares, without par value—16,707,535

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).

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TABLE OF CONTENTS

PART I
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EXHIBIT INDEX
EX-31(A)
EX-31(B)
EX-32

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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.

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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.

			Date
			Elected to
Name	Age	Office	Position
James C. Gorman	84	Chairman	1989
Jeffrey S. Gorman	56	President and Chief Executive Officer	1998
Robert E. Kirkendall	66	Senior Vice President, Chief Financial
Officer and Assistant Corporate Secretary	2003
William D. Danuloff	61	Vice President and Chief Information
Officer	2005
Judith L. Sovine	64	Treasurer	2001
David P. Emmens	60	Corporate Counsel and Corporate
Secretary	2002
Lee A. Wilkins	54	Vice President Human Resources	2006

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 Company’s 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.

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PART IV

link2 "ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES"

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1. Exhibits

(31)	Rule 13a-14(a)/15d-14(a) Certifications
(32)	Section 1350 Certifications

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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

By:
Corporate Counsel and Secretary

Date: March 25, 2009

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link1 "EXHIBIT INDEX"

EXHIBIT INDEX

EXHIBIT NO.
(31) (a)	Certification of Chief Executive Officer (Section 302 of
the Sarbanes-Oxley Act of 2002)
(31) (b)	Certification of Chief Financial Officer (Section 302 of
the Sarbanes-Oxley Act of 2002)
(32)	Certification Pursuant to 18 U. S. C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

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