As filed with the Securities and Exchange Commission on November 20, 2009

Registration No. 333-137706

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

FLOWSERVE CORPORATION

(Exact name of registrant as specified in its charter)

New York (State or other jurisdiction of incorporation or organization)		31-0267900 (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 1998 Restricted Stock Plan
(Full title of the plan)

Ronald F. Shuff, Esq.
Senior Vice President, Secretary and General Counsel
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.

 

 

EXPLANATORY NOTE/DEREGISTRATION OF UNSOLD SECURITIES

     Flowserve Corporation (the “Registrant”) is filing this Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) in order to withdraw and remove from registration the unissued and unsold shares of common stock of the Registrant previously registered by the Registrant pursuant to its Registration Statement on Form S-8 (File No. 333-137706) (the “Registration Statement”) related to the Flowserve Corporation 1998 Restricted Stock Plan (the “Plan”), which has expired.

     This Post-Effective Amendment hereby amends the Registration Statement to deregister the unissued and unsold shares of common stock of the Registrant registered under the Registration Statement. As a result of this deregistration, no shares of common stock of the Registrant issuable under the Plan remain registered for sale pursuant to the Registration Statement.

     This Post-Effective Amendment does not affect the registration of the Registrant’s shares of common stock under the Flowserve Corporation 2004 Stock Compensation Plan. Shares of common stock issuable under the Flowserve Corporation 2004 Stock Compensation Plan continue to be subject to the Registration Statement.

SIGNATURES

     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. 1 to the Registration Statement No. 333-137706 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on November 20, 2009.

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark A. Blinn and Ronald F. Shuff, 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 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 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		November 20, 2009
/s/ Mark A. Blinn   Mark A. Blinn		President, Chief Executive Officer and Director (Principal Executive Officer)		November 20, 2009
/s/ Richard J. Guiltinan, Jr.   Richard J. Guiltinan, Jr.		Vice President Finance and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)		November 20, 2009
/s/ Gayla J. Delly		Director		November 20, 2009
Gayla J. Delly
/s/ Roger L. Fix		Director		November 20, 2009
Roger L. Fix
/s/ John R. Friedery		Director		November 20, 2009
John R. Friedery

Signature		Title		Date
/s/ Joe E. Harlan		Director		November 20, 2009
Joe E. Harlan
/s/ Lewis M. Kling		Director		November 20, 2009
Lewis M. Kling
/s/ Michael F. Johnston		Director		November 20, 2009
Michael F. Johnston
/s/ Rick J. Mills		Director		November 20, 2009
Rick J. Mills
/s/ Charles M. Rampacek		Director		November 20, 2009
Charles M. Rampacek
/s/ William C. Rusnack		Director		November 20, 2009
William C. Rusnack
/s/ Kevin E. Sheehan		Director		November 20, 2009
Kevin E. Sheehan

INDEX TO EXHIBITS

Exhibit No.		Description
24.1		Powers of Attorney (included in the signature page hereto).