GORMAN RUPP CO

Regulatory Filings • Sep 24, 2008

POS EX 1 l33252aposex.htm THE GORMAN-RUPP COMPANY POS EX THE GORMAN-RUPP COMPANY POS EX PAGEBREAK

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As filed with the Securities and Exchange Commission on September 24, 2008

Registration No. 333-105682

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 2 TO

FORM S-8

REGISTRATION STATEMENT Under The Securities Act of 1933

THE GORMAN-RUPP COMPANY

(Exact name of Registrant as specified in its Charter)

OHIO (State or other jurisdiction of incorporation or organization) 34-0253990 (I.R.S. Employer Identification No.)

305 Bowman Street, Mansfield, Ohio 44903 (Address of principal executive offices including zip code)

THE GORMAN-RUPP COMPANY 401(k) PLAN

(Full Title of the Plan)

Robert E. Kirkendall, Senior Vice President and Chief Financial Officer The Gorman-Rupp Company 305 Bowman Street, Mansfield Ohio 44903 (Name and address of Agent for Service)

(419) 755-1011 (Telephone number, including area code of Agent for Service)

This Post Effective Amendment No. 2 is being filed solely to add an exhibit to the Registration Statement. Pursuant to Rules 462(d) and 464 of Regulation C under the Securities Act of 1933, as amended, this Post Effective Amendment No. 2 shall become effective upon filing with the Securities and Exchange Commission.

The Exhibit Index is located at Page 4.

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TOC

TABLE OF CONTENTS

Part II
Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-4(E)

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link1 "Part II"

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

link2 "Item 8. Exhibits"

Item 8. Exhibits

| 4(e) | Amendment No. 8 to The Gorman-Rupp Company 401(k) Plan (as Amended and Restated
as of August 1, 2000) |
| --- | --- |
| 24(b) | Power of Attorney of the Company (included in Registration Statement No. 333-105682) |
| 24(c) | Power of Attorney of Directors and Officers (included in Registration Statement No.
333-105682) |

link1 "SIGNATURES"

SIGNATURES

The Registrant

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment No. 2 to Registration Statement No. 333-105682 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mansfield, State of Ohio, on this 24th day of September, 2008.

THE GORMAN-RUPP COMPANY
By:	*DAVID P. EMMENS
	David P. Emmens,
	Attorney-in-Fact

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Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 2 to Registration Statement No. 333-105682 has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
*JEFFREY S. GORMAN Jeffrey S. Gorman	President, Principal Executive Officer and Director	September 24, 2008
*ROBERT E. KIRKENDALL Robert E. Kirkendall	Senior Vice President and Principal
Financial and
Accounting Officer	September 24, 2008
*JAMES C. GORMAN James C. Gorman	Director	September 24, 2008
*THOMAS E. HOAGLIN Thomas E. Hoaglin	Director	September 24, 2008
*CHRISTOPHER H. LAKE Christopher H. Lake	Director	September 24, 2008
*PETER B. LAKE Peter B. Lake	Director	September 24, 2008
*RICK R. TAYLOR Rick R. Taylor	Director	September 24, 2008
*W. WAYNE WALSTON W. Wayne Walston	Director	September 24, 2008

• The undersigned, by signing his name hereto, does sign and execute this Post Effective Amendment No. 2 to Registration Statement No. 333-105682 pursuant to Powers of Attorney executed by the Registrant and by the above-named officers and Directors of the Registrant and filed with the Securities and Exchange Commission on behalf of such Registrant, officers and Directors.

By:
David P. Emmens,
Attorney-in-Fact

September 24, 2008

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link1 "EXHIBIT INDEX"

EXHIBIT INDEX

Exhibit	Exhibit	Page
Number	Description	Number
4(e)	Amendment No. 8 to The Gorman-Rupp Company 401(k) Plan
(as Amended and Restated as of August 1, 2000)	5
24(b)	Power of Attorney of the Company (included in
Registration Statement No. 333-105682)	N/A
24(c)	Power of Attorney of Directors and Officers (included
in Registration Statement No. 333-105682)	N/A

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