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)
 
         
Delaware   1-4018   53-0257888
(State or other Jurisdiction   (Commission File Number)   (I.R.S. Employer
of Incorporation)       Identification No.)
280 Park Avenue
New York, NY 10017

(Address of Principal Executive Offices)
(212) 922-1640
(Registrant’s 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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.02   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. Cerepak’s 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 Company’s 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.
Item 9.01   Financial Statements and Exhibits
(d) The following exhibit is filed as part of this report:
  99.1   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.
         
Date: June 8, 2009   DOVER CORPORATION
(Registrant)
 
 
  By:   /s/ Joseph W. Schmidt    
    Joseph W. Schmidt   
    Vice President, General Counsel & Secretary   
 

 


 

EXHIBIT INDEX
     
Exhibit No.   Description
99.1
  Press release of Dover Corporation dated June 8, 2009

 

EX-99.1
Exhibit 99.1
(DOVER CORPORATION LOGO)
FOR IMMEDIATE RELEASE
     
CONTACT:   READ IT ON THE WEB
Paul Goldberg   http://www.dovercorporation.com
Treasurer & Director of Investor Relations
(212) 922-1640
   
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 Dover’s 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, Dover’s 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 Standard’s 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. Brad’s 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 Dover’s 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 Dover’s 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. “Rob’s leadership has allowed Dover to build upon its already strong reputation for financial integrity and transparency. Rob’s 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.