UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2007
FLOWSERVE CORPORATION
(Exact name of registrant as specified in its charter)
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New York
(State or other jurisdiction
of incorporation)
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1-13179
(Commission File Number)
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31-0267900
(IRS Employer
Identification No.) |
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5215 N. OConnor Blvd., Suite 2300, Irving, Texas
(Address of principal executive offices)
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75039
(Zip Code) |
(972) 443-6500
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On June 26, 2007, Lewis M. Kling, President and Chief Executive Officer of Flowserve Corporation
(the Company), and Mark A. Blinn, Senior Vice President and Chief Financial Officer of the
Company (together, the Officers, and each, an Officer), adopted prearranged trading plans
(together, the Plans, and each, a Plan) in accordance with Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended (Rule 10b5-1), for the sale of the Companys common stock.
Pursuant to Rule 10b5-1, the Officers
adopted the Plans to coordinate stock sales with their overall individual long-term asset
diversification, tax and financial planning strategies.
The Plans provide for the sale of portions of each Officers holdings of the Companys common stock
on the open market in specified amounts, at prevailing market prices (subject to specified minimum
trading prices), and on specified trade dates. The common stock
transactions under the Plans will commence in the next open trading
period. Mr. Klings and Mr. Blinns Plans will terminate on
October 14, 2007 and November 3, 2007, respectively, unless earlier terminated pursuant to the
terms of each such Plan.
The Officers that adopted these Plans and the respective numbers of shares subject to these Plans
are set forth below. Each of these Officers will continue to own a substantial amount of shares
(including unvested shares subject to equity awards) of the Companys common stock following the
completion of any and all sales contemplated by the Plans.
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Percentage |
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of Shares |
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Number of |
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Owned |
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Number of |
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Number of |
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Shares Owned |
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and |
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Shares |
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Shares |
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Percentage of |
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and Subject to |
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Subject to |
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Subject to the |
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Beneficially |
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Beneficially |
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Equity |
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Equity |
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Officer |
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Plan |
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Owned(1) |
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Owned Shares(2) |
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Awards(3) |
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Awards(4) |
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Lewis M. Kling
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88,013 |
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431,478 |
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20.4 |
% |
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525,394 |
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16.8 |
% |
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Mark A. Blinn
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7,667 |
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139,673 |
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5.5 |
% |
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188,840 |
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4 |
% |
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(1) |
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Represents the number of shares beneficially owned by the Officer including shares
that the Officer has the right to acquire within 60 days of the date of determination through
the exercise of stock options under certain Company stock option and incentive plans. |
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(2) |
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Represents the number of shares of the Officer subject to the Plan divided by the
number of shares beneficially owned by that Officer. |
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(3) |
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Represents the number of the shares owned by the Officer (including unvested shares
subject to equity awards). |
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(4) |
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Represents the number of shares of the Officer subject to the Plan divided by the
number of shares owned by the Officers (including unvested shares subject to equity awards). |
Transactions under these Plans, as applicable, will be reported to the Securities and Exchange
Commission in accordance with securities laws, rules and regulations. The Company does not
undertake to report Rule 10b5-1 plans that may be adopted by any officers or directors in the
future, or to report any modifications or termination of any publicly announced trading plan,
except to the extent required by law.