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): August 2, 2007
DOVER CORPORATION
(Exact Name of Registrant as Specified in Charter)
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STATE OF 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.) |
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280 Park Avenue, New York, NY
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10017 |
(Address of Principal Executive Offices)
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(Zip Code) |
(212) 922-1640
(Registrants telephone number, including area code)
Not Applicable
(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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
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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 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 August 2, 2007, the Board of Directors of Dover Corporation (the Corporation) elected Peter T.
Francis and Thomas J. Derosa directors of the Corporation.
There are no family relationships among either Mr. Francis or Mr. Derosa and other directors or
officers of the Corporation.
There have been no transactions nor are there any proposed transactions between the Corporation and
Mr. Francis or Mr. Derosa that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Item 7.01 |
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Regulation FD Disclosure. |
On August 2, 2007, the Corporation issued the press release, attached hereto as Exhibit 99.1,
announcing the election of Mr. Peter T. Francis and Mr. Thomas J. Derosa as members of the Board of
Directors.
The information in this Item 7.01, including Exhibit 99.1, is being furnished to the Securities and
Exchange Commission (the SEC) and shall not be deemed to be incorporated by reference into any of
the Companys filings with the SEC under the Securities Act of 1933.
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: August 2, 2007 |
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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EX-99.1
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Exhibit 99.1 |
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CONTACT:
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READ IT ON THE WEB |
Joseph W. Schmidt
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http://www.dovercorporation.com |
Vice President, General Counsel |
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& Secretary |
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(212) 922-1640 |
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Thomas Derosa and Peter Francis Join Dover Corporations
Board as Independent Directors
New York, NY, August 2, 2007 Dover Corporation (NYSE:DOV) today announced that Thomas J.
Derosa and Peter T. Francis have been elected to the companys Board of Directors.
Mr. Derosa brings to the Dover board an extensive financial background in both domestic and
international businesses. He has experience in investment banking, mergers & acquisitions,
finance, operations and real estate. Mr. Derosa was Vice Chairman and Chief Financial Officer of
The Rouse Company, a real estate development and operations company, from 2002 until it was
acquired in November 2004. After earning his MBA at the Columbia Graduate Business School in 1988,
he worked at Smith Barney and then at Alex. Brown & Sons and its successor firms, Bankers Trust and
Deutsche Bank AG, where his last position was Global Co-head of the Health Care Investment Banking
Group in London from 1999 to 2002. Mr. Derosa currently serves on the board of Health Care REIT,
Inc. (NYSE: HCN), an equity real estate investment trust, where he is Chair of the Audit Committee
and a member of the Investment, Nominating/Corporate Governance and Planning Committees. Mr.
Derosa is also a director of Value Retail PLC, a UK company engaged in developing and operating
high fashion outlet shopping villages in Europe, and a Trustee and member of the Board of Directors
of Georgetown University.
Mr. Francis is Chairman, President and Chief Executive Officer of J.M. Huber Corporation, a global
supplier of engineered materials, food ingredients, natural resources and technology-based
services. He brings to the Dover board more than 25 years of broad-based manufacturing and
entrepreneurial experience, including 15 years in executive capacities at J.M. Huber where he has
been a board member since 1990, Chairman since 1993 and President and Chief Executive Officer since
1994. Mr. Franciss mergers and acquisitions experience includes over 100 acquisitions and 20
divestitures at Huber and 8 years at AMS
Acquisition Corporation, a holding company for LBOs of manufacturing companies. He has an MBA from
Stanford University and is on the Advisory Board of the Graduate Business School there.
The addition of Mr. Derosa and Mr. Francis will increase the size of the Dover board from 11 to 13
directors.
Ronald L. Hoffman, Dovers President and Chief Executive Officer, said, The election of Thomas
Derosa and Peter Francis reflects the ongoing commitment of our board to its diversity of talents
and perspectives and expands its manufacturing and financial expertise. We are fortunate to be
adding two independent directors of Thomas Derosas and Peter Francis achievements and
capabilities to the board. We believe Dover will benefit tremendously from their valuable insights
and wealth of experience.
Dover Corporation is a diversified industrial manufacturer with over $7 billion of annualized
revenues from operating companies that produce specialized industrial products and equipment.
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