FORM 8-K
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 8, 2009
DOVER CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-4018
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53-0257888 |
(State or other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
of Incorporation)
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Identification No.) |
280 Park Avenue
New York, NY 10017
(Address of Principal Executive Offices)
(212) 922-1640
(Registrants telephone number, including area code)
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 (see General
Instruction A.2. below):
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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)) |
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 8, 2009, Dover Corporation (the Company) issued a press release announcing that it has
hired Brad M. Cerepak, age 50, to replace its retiring Chief Financial Officer, Robert G. Kuhbach,
age 62. Mr. Kuhbach will step down from his positions as Vice President, Finance on June 8, 2009
and as Chief Financial Officer on July 31, 2009, as Mr. Cerepak assumes these positions. Mr.
Kuhbach will assist in the transition and is expected to continue as a Vice President in a senior
advisory capacity until later in the year.
Prior to joining the Company, Mr. Cerepak was Vice President and Controller of Trane, Inc.
(formerly American Standard Company) from 2005 through mid-2008 and from 2003 through 2005 was the
Chief Financial Officer and Vice President, Strategic Planning, Bath and Kitchen, at American
Standard. Prior thereto, Mr. Cerepak held several positions with Honeywell International, Inc.
(formerly Allied Signal), most recently as Vice President and Chief Financial Officer, Automation
and Control Solutions.
Mr. Cerepaks compensation arrangements include an annual salary of $525,000 and a target annual
bonus of 80% of his salary. Mr. Cerepak will receive a one-time grant of SSARs covering the number
of shares that equals two times his annual salary divided by the closing market price of the
Companys common stock on June 8, 2009, his start date with the Company.
Effective July 10, 2009, David J. Ropp, Vice President of the Company and Chief Executive Officer
of Dover Industrial Products, Inc. will retire after 11 years with Dover. In recognition of his
service to Dover, he will receive a bonus of $1,416,250. Upon his retirement, Tom Giacomini, Vice
President of the Company and currently President of Dover Industrial Products, Inc., will be
promoted to President and Chief Executive Officer of Dover Industrial Products, Inc.
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Item 9.01 |
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Financial Statements and Exhibits |
(d) The following exhibit is filed as part of this report:
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99.1 |
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Press release of Dover Corporation dated June 8, 2009. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date: June 8, 2009 |
DOVER CORPORATION
(Registrant)
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By: |
/s/ Joseph W. Schmidt
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Joseph W. Schmidt |
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Vice President, General Counsel & Secretary |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1
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Press release of Dover Corporation dated June 8, 2009 |
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
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CONTACT:
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READ IT ON THE WEB |
Paul Goldberg
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http://www.dovercorporation.com |
Treasurer & Director of Investor Relations
(212) 922-1640 |
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DOVER HIRES BRAD M. CEREPAK TO SUCCEED RETIRING CHIEF
FINANCIAL OFFCER ROBERT G. KUHBACH
New York, NY, June 8, 2009 Dover Corporation (NYSE:DOV) today announced that Brad M. Cerepak, 50,
has been hired to replace the retiring Robert G. Kuhbach, 62, as Dovers Chief Financial Officer.
As part of the transition plan, Mr. Cerepak, who starts at Dover today as Vice President, Finance,
will become Chief Financial Officer on August 1, 2009. Mr. Kuhbach will continue as Chief
Financial Officer until July 31, and is expected to remain with Dover as a Vice President and
senior advisor until his retirement later in the year. Mr. Cerepak will report to Bob Livingston,
Dovers Chief Executive Officer, and be a key member of the executive management team.
Mr. Cerepak was most recently Vice President & Controller of Trane, Inc. (formerly American
Standard Companies), where he had primary responsibility for the global accounting function
including global compliance. Prior to that, he served as CFO of
American Standards Bath and Kitchen division.
Additionally, Mr. Cerepak was actively involved in several strategic initiatives including the
American Standard separation plan which resulted in the sale of
Trane. Before joining American Standard, Mr.
Cerepak spent nearly ten years with Allied Signal/Honeywell in a variety of senior financial
positions including CFO of their Automation & Control Solutions business as well as CFO of their
Automotive Consumer Products Group. Mr. Cerepak holds a BS in Accounting from Fairleigh
Dickinson University and an MBA from the University of Chicago.
Mr. Livingston said, I am pleased that Brad has decided to join Dover and lend his considerable
talents to help grow our company and drive shareholder value. He brings a broad base of financial
experience and has earned a solid reputation for being a strategic thinker and a strong leader.
Brads financial acumen coupled with his proven track record in driving performance will serve our
company well. The entire management team is looking forward to working with Brad.
Mr. Kuhbach, who joined Dover in 1993 as its first Vice President, General Counsel and Secretary,
and was promoted to Vice President, Finance and Chief Financial Officer in November 2002, is
retiring after a distinguished career. As Chief Financial Officer, he successfully broadened the
scope of the corporate tax, treasury, internal audit and risk management functions, and was
instrumental in guiding Dover through the implementation of Sarbanes-Oxley and leading the finance
function through a period of strong growth. During his tenure as General Counsel, he was
instrumental in implementing positive changes in Dovers legal compliance and benefits
administration areas.
I would like to thank Rob Kuhbach for his many years of exceptional service to Dover. Having held
two of Dovers most challenging executive staff roles for over 16 years, Rob decided it was time to
let someone new take the lead. His decision to retire is simply part of our orderly management
transition process, continued Mr. Livingston. Robs leadership has allowed Dover to build upon
its already strong reputation for financial integrity and transparency. Robs dedication and
tireless work ethic will be missed, and we all wish him a happy and healthy retirement.
Dover Corporation is a global portfolio of manufacturing companies providing innovative components
and equipment, specialty systems and support services for a variety of applications in the
industrial products, engineered systems, fluid management and electronic technologies markets. For
more information, please visit www.dovercorporation.com.