Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
P A L L C O R P O R A T I O N
(Exact name of registrant as specified in its charter)
New York 11-1541330
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2200 Northern Boulevard
East Hills, New York 11548
(Address of Principal Executive Offices)
PALL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Mary Ann S. Bartlett
Senior Vice President, Corporate Secretary and General Counsel
Pall Corporation
2200 Northern Boulevard
East Hills, New York 11548
(Name and address of agent for service)
(516) 484-5400
(Telephone number, including area code, of agent for service)
Copy to:
CARTER LEDYARD & MILBURN LLP
2 Wall Street
New York, New York 10005-2072
Attention: Heywood Shelley
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Proposed Proposed Amount of
Title of securities Amount to be maximum offering maximum aggregate registration
To be registered registered price per unit offering price fee
----------------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.10 par value 1,000,000 shs. $27.95 (1) $27,950,000 (1) $2,990.65
Common Share
Purchase Rights 1,000,000 rights -- (2) -- (2) None
----------------------------------------------------------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(c) and (h) upon the basis of the average of
the high and low prices ($28.24 and $27.66) of a share of the Common Stock
as reported for New York Stock Exchange composite transactions on March 8,
2006.
(2) Included in the offering price of the Common Stock being registered hereby.
Until the Distribution Date, as defined in the Rights Agreement providing
for the Common Share Purchase Rights, such Rights will be transferable only
with the Common Stock and will be evidenced by the certificates evidencing
the Common Stock.
--------------------------------------------------------------------------------
This Registration Statement shall become effective immediately upon
filing as provided in Rule 462(a) under the Securities Act of 1933.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this
Registration Statement the following documents filed by it with the Commission
(Commission File No. 1-4311):
(a) the Registrant's Annual Report on Form 10-K for the fiscal
year ended July 31, 2005;
(b) the Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended October 31, 2005 and January 31, 2006;
(c) the Registrant's Current Reports on Form 8-K bearing on
their covers the dates of August 29, 2005, October 13, 2005, and
January 19, 2006, and
(d) the descriptions of the Common Stock and the Common Share
Purchase Rights of the Registrant contained in the Amendments No. 1,
both dated April 20, 1999, to the Registrant's Registration Statements
on Form 8-A, both dated September 10, 1992, for the registration of the
Common Stock and the Common Share Purchase Rights pursuant to Section
12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
any updates of such descriptions contained in any registration
statement, report or amendment thereto of the Registrant hereafter
filed under the Exchange Act.
In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in and made a part of this Registration Statement from
the date of filing of such documents.
Item 4. Description of Securities.
Not required, since the Common Stock and the Common Share
Purchase Rights are registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Carter Ledyard & Milburn LLP, counsel for the Registrant, has
given the opinion being filed as Exhibit 5 to this Registration Statement as to
the legality of the securities being registered hereby. Heywood Shelley, counsel
to Carter Ledyard & Milburn LLP, is a director of the Registrant and the owner
of 10,000 shares of the Registrant's Common Stock. In addition, Mr. Shelley
holds options granted by the Registrant to purchase an additional 21,000 shares
of
3
Common Stock, exercisable as to 12,000 shares currently or within 60 days of the
date of this Registration Statement, and restricted stock units covering
2,774.7581 shares.
Item 6. Indemnification of Directors and Officers.
Reference is made to Sections 721 through 725 of the Business
Corporation Law of the State of New York, the Registrant's jurisdiction of
incorporation, which provides for indemnification of directors and officers
under certain circumstances.
Consistent with the said Sections 721 through 725, Article VII
of the Registrant's By-laws provides in part as follows:
ARTICLE VII
Indemnification
---------------
"Section 7.01 Indemnification by the Corporation. The
corporation shall, to the fullest extent permitted by applicable law,
indemnify any person made or threatened to be made a party to any
action or proceeding, whether civil, criminal, administrative or
investigative (and whether or not (i) by or in the right of the
corporation to procure a judgment in its favor or (ii) by or in the
right of any Other Entity (as defined below) which such person served
in any capacity at the request of the corporation, to procure a
judgment in its favor), by reason of the fact that such person, or his
or her testator or intestate, is or was a director or officer of the
corporation or served such Other Entity in any capacity at the request
of the corporation, against all judgments, fines, amounts paid in
settlement and all expenses, including attorneys' and other experts'
fees, costs and disbursements, actually and reasonably incurred by such
person as a result of such action or proceeding, or any appeal therein,
or actually and reasonably incurred by such person (a) in making an
application for payment of such expenses before any court or other
governmental body, or (b) in otherwise seeking to enforce the
provisions of this Section 7.01, or (c) in securing or enforcing such
person's rights under any policy of director or officer liability
insurance provided by the corporation, if such person acted in good
faith, for a purpose which he or she reasonably believed to be in, or,
in the case of services for any Other Entity, not opposed to, the best
interests of the corporation and, in criminal actions or proceedings,
in addition, had no reasonable cause to believe that his or her conduct
was unlawful. The termination of any action or proceeding by judgment,
settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not in itself create a presumption that such person
did not act in good faith, for a purpose which he or she reasonably
believed to be in, or, in the case of service for any Other Entity, not
opposed to, the best interests of the corporation or that he or she had
reasonable cause to believe that his or her conduct was unlawful.
"However, (i) no indemnification may be made to or on behalf
of any such person if a judgment or other final adjudication adverse to
such person establishes that his or her
4
acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled;
(ii) no indemnification may be made if there has been a settlement
approved by the court and the indemnification would be inconsistent
with any condition with respect to indemnification expressly imposed by
the court in approving the settlement; (iii) except as provided in the
immediately following paragraph hereof, the corporation shall not be
obligated to indemnify any person by reason of the adoption of this
Section 7.01 if and to the extent such person is entitled to be
indemnified under a policy of insurance as such policy would apply in
the absence of the adoption of this Section 7.01; and (iv) in the event
of a proceeding by or in the right of the corporation to procure a
judgment in its favor, no indemnification may be made if it is settled
or otherwise disposed of or such person shall have been finally
adjudged liable to the corporation, unless (and only to the extent
that) the court in which the action was brought, or if no action was
brought, any court of competent jurisdiction, determines upon
application that, in view of all circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such portion of the
settlement amount and expenses as the court deems proper.
"Any expense described in the first paragraph of this Section
7.01 that is incurred by any person entitled to indemnification under
this Section 7.01, or who would be entitled to indemnification under
this Section 7.01 but for clause "(iii)" of the immediately preceding
paragraph, shall be paid or reimbursed to such person by the
corporation in advance of the final disposition of any related action
or proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount to the corporation to the extent, if any,
that such person (i) is ultimately found not to be entitled to
indemnification or (ii) receives reimbursement for such expenses under
a policy of insurance paid for by the corporation. Such advances shall
be paid by the corporation to such person within twenty days following
delivery of a written request therefor by such person to the
corporation. No payment made by the corporation pursuant to this
paragraph shall be deemed or construed to relieve the issuer of any
insurance policy of any obligation or liability which, but for such
payment, such insurer would have to the corporation or to any director
or officer of the corporation or other individual to whom or on whose
behalf such payment is made by the corporation.
. . .
"A person who has been successful, on the merits or otherwise,
in the defense of a civil or criminal action or proceeding of the
character described in this Section 7.01 shall be entitled to (i.e.,
has a legally binding right against the corporation to) the
indemnification authorized by this Section 7.01. Except as provided in
the immediately preceding sentence, any indemnification provided for in
this Section 7.01 (unless ordered by a court under Section 724 of the
[New York] Business Corporation Law), shall be made by the corporation
only if authorized in the specific case:
5
(1) By the board of directors acting by a quorum
consisting of directors who are not parties to such action or
proceeding for which indemnification is sought, upon a finding
that the person seeking indemnification has met the standard
of conduct set forth in the first two paragraphs of this
Section 7.01, or,
(2) If a quorum under the immediately preceding
subparagraph is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs:
(A) by the board upon the opinion in writing
of independent legal counsel that indemnification is
proper in the circumstances because the applicable
standard of conduct set forth in said first two
paragraphs has been met by such person, or
(B) by the shareholders upon a finding that
the person has met the applicable standard of conduct
set forth in said first two paragraphs.
"Notwithstanding any other provision hereof, no amendment or
repeal of this Section 7.01, or any other corporate action or agreement
which prohibits or otherwise limits the right of any person to
indemnification or advancement or reimbursement of reasonable expenses
hereunder, shall be effective as to any person until the 60th day
following notice to such person of such action, and no such amendment
or repeal or other corporate action or agreement shall deprive any
person of any right hereunder arising out of any alleged or actual act
or omission occurring prior to such 60th day.
. . .
"For purposes of this Section 7.01, . . . the term "Other
Entity" shall mean a corporation (other than the corporation) of any
type or kind, domestic or foreign, or any partnership, joint venture,
trust, employee benefit plan or other enterprise. . . .
"Section 7.02 Non-Exclusivity. The rights granted pursuant to
or provided by the provisions of Section 7.01 to any person shall be in
addition to and shall not be exclusive of any other rights to
indemnification and expenses to which any such person may otherwise be
entitled by law, contract or otherwise."
The Registrant has policies insuring its officers and
directors against certain civil liabilities, including liabilities under the
Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
6
Item 8. Exhibits.
The index to exhibits appears on the page immediately
following the signature pages of this Registration Statement.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes
(a) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that:
paragraphs (a)(i) and (a)(ii) above will not apply for so long
as this Registration Statement is on Form S-8, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement;
(b) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(d) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered
7
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(e) that for the purpose of determining liability of the
Registrant under the Securities Act of 1933 to any purchaser in the
initial distribution of the securities, the undersigned Registrant
undertakes that in a primary offering of securities of the undersigned
Registrant pursuant to this Registration Statement, regardless of the
underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of
the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned
Registrant or used or referred to by the undersigned
Registrant;
(iii) the portion of any other free writing
prospectus relating to the offering containing material
information about the undersigned Registrant or its securities
provided by or on behalf of the undersigned Registrant; and
(iv) any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser.
(2) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described in
Item 6 above, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
8
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of East Hills, State of New York, on the 14th day of
March, 2006.
PALL CORPORATION
By: /s/ Marcus Wilson
-----------------
Marcus Wilson
President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes Eric
Krasnoff, Marcus Wilson and Mary Ann S. Bartlett, and each of them singly, his
or her true and lawful attorneys-in-fact with full power to execute in the name
of such person, in the capacities stated below, and to file, such one or more
amendments to this Registration Statement as the Registrant deems appropriate,
and generally to do all such things in the name and on behalf of such person, in
the capacities stated below, to enable the Registrant to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission thereunder, and hereby ratifies and
confirms the signature of such person as it may be signed by said
attorneys-in-fact, or any one of them, to any and all amendments to this
Registration Statement.
----------------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the above power of attorney have been signed on March
14, 2006 by the following persons in the capacities indicated.
9
Signature Title
--------- -----
/s/ Eric Krasnoff
----------------- Chairman and Chief Executive
Eric Krasnoff Officer (Principal Executive
Officer) and Director
/s/ Lisa McDermott Chief Financial Officer and Treasurer
------------------ (Principal Financial Officer and
Lisa McDermott Principal Accounting Officer)
/s/ Marc Wilson Director
---------------
Marc Wilson
/s/ Daniel J. Carroll, Jr. Director
--------------------------
Daniel J. Carroll, Jr.
/s/ John H.F. Haskell, Jr. Director
--------------------------
John H. F. Haskell, Jr.
/s/ Ulric Haynes, Jr. Director
---------------------
Ulric Haynes, Jr.
/s/ Edwin W. Martin, Jr. Director
------------------------
Edwin W. Martin, Jr.
10
Signature Title
--------- -----
/s/ Katharine L. Plourde Director
------------------------
Katharine L. Plourde
/s/ Heywood Shelley Director
-------------------
Heywood Shelley
/s/ Edward L. Snyder Director
--------------------
Edward L. Snyder
/s/ Edward Travaglianti Director
-----------------------
Edward Travaglianti
/s/ James D. Watson Director
-------------------
James D. Watson
11
EXHIBIT INDEX
Exhibit No.
-----------
(4)(a)* Rights Agreement dated as of November 17, 1989,
between the Registrant and United States Trust Company
of New York, as Rights Agent, filed as Exhibit I to
the Registrant's Registration Statement on Form 8-A
(File No. 1-4311) dated September 10, 1992, for the
registration of the Common Share Purchase Rights
pursuant to Section 12(b) of the Securities Exchange
Act of 1934 (the "Form 8-A")
(4)(b)* Amendment No. 1, dated as of April 20, 1999, to the
above listed Rights Agreement, filed as Exhibit II to
Amendment No. 1, dated April 20, 1999, to the Form 8-A
(5) Opinion of Carter Ledyard & Milburn LLP
(23)(a) Consent of Carter Ledyard & Milburn LLP (included in
Exhibit 5)
(23)(b) Consent of KPMG LLP
(24) Powers of Attorney (included in the signature pages
of this Registration Statement)
(99)* Pall Corporation Employee Stock Purchase Plan as
amended effective July 19, 2005, filed as Exhibit 10.1
to the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended October 31, 2005.
-------------------
* Incorporated herein by reference.
12