pallmspp_s8.htm
As filed
with the Securities and Exchange Commission on March 12, 2010
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
____________
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
____________
Pall Corporation
(Exact Name of Registrant as Specified in Its Charter)
| New York |
|
11-1541330 |
| (State or Other Jurisdiction
of |
|
(I.R.S. Employer Identification
Number) |
| Incorporation or
Organization) |
|
|
25 Harbor Park Drive
Port Washington, New
York 11050
(Address of Registrant’s Principal Executive
Offices)
____________
Pall Corporation Management Stock Purchase
Plan
(Full Title of the Plan)
____________
Sandra Marino, Esq.
Senior Vice President, General Counsel and Corporate Secretary
Pall
Corporation
25 Harbor Park Drive
Port Washington, New York
11050
516-484-5400
(Name, Address, and Telephone Number, Including Area Code, of Agent for
Service)
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer
þ |
Accelerated filer
o |
Non-accelerated filer o |
Smaller reporting company
o |
|
|
|
(Do not check if a smaller reporting
company) |
|
__________________
CALCULATION OF
REGISTRATION FEE
Title Of Securities
To Be
Registered |
Amount To Be
Registered
(1) |
Proposed
Maximum
Offering
Price
Per Share (2)(3) |
Proposed
Maximum
Aggregate
Offering Price |
Amount
Of
Registration
Fee |
| Restricted Stock Units |
150,000 units |
$40.95 |
$6,142,500 |
$437.96 |
| Common Stock, par value $.10 per share |
150,000 shares |
- |
- |
- |
| (1) |
|
Together with an
indeterminate number of shares that may be necessary to adjust the number
of shares reserved for issuance pursuant to the Pall Corporation
Management Stock Purchase Plan (the “Plan”) as the result of stock split,
stock dividend or similar adjustment of the outstanding common stock of
Pall Corporation (the “Registrant”). |
| |
| (2) |
|
With respect to
the Registrant’s restricted stock units (“Restricted Stock Units”),
estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457 (c) and (h) under the
Securities Act of 1933, as amended (the “Securities Act”) and based upon
the average of the high and low prices of the Common Stock of the
Registrant as reported on the New York Stock Exchange on March 9,
2010. |
| |
| (3) |
|
With respect to
the Registrant’s Common Stock, no registration fee is payable pursuant to
rule 457(i). Each Restricted Stock Unit issued under the Plan is
convertible, without payment of additional consideration, into one share
of Common Stock being registered
hereby. |
Explanatory Note
On
November 18, 2009, the shareholders of the Registrant approved an amendment to
the Plan, authorizing the issuance of an additional 150,000 shares of Common
Stock under the Plan, increasing the aggregate Common Stock issuable under the
Plan to 3,150,000. Pursuant to the Plan, each Restricted Stock Unit being
registered hereby will, after a vesting period, entitle the holder to receive
one share of Common Stock.
The additional Restricted Stock Units and Common Stock to be registered
by this Registration Statement are of the same class as those covered by the
Registrant’s previously filed Registration Statements on Form S-8 filed on
December 16, 2003 (Registration No. 333-111218) and on March 13, 2009
(Registration No. 333-157951) (collectively, the “Prior Registration
Statements”). This Registration Statement on Form S-8 has been prepared and
filed pursuant to and in accordance with the requirements of General Instruction
E to Form S-8 for the purpose of effecting the registration under the Securities
Act of an additional 150,000 Restricted Stock Units and 150,000 shares of Common
Stock. Pursuant to General Instruction E to Form S-8, the contents of the Prior
Registration Statements, filed in connection with the Plan, including the
periodic reports that the Registrant filed after the Prior Registration
Statements to maintain current information about the Registrant, are
incorporated herein by reference.
2
Part II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 8. Exhibits.
The following documents are filed with or incorporated by reference into
this Registration Statement:
| |
3.1 |
|
Restated Certificate of Incorporation of the Registrant as amended
through November 23, 1993 (incorporated by reference to Exhibit 3(i) to
the Registrant’s Annual Report on Form 10-K for the fiscal year ended July
30, 1994, filed with the Commission on October 21, 1994). |
|
|
|
|
|
3.2 |
|
By-Laws of the Registrant as amended effective November 18, 2009
(incorporated by reference to Exhibit 3(ii) to the Registrant’s Form 8-K
filed with the Commission on November 23, 2009). |
|
|
|
|
|
4.1 |
|
Pall
Corporation Management Stock Purchase Plan (incorporated by reference to
Appendix C to the Registrant’s Proxy Statement filed with the Commission
on October 9, 2009). |
|
|
|
|
|
23.1 |
|
Consent of KPMG LLP, Independent Registered Public Accounting
Firm. |
|
|
|
|
|
24.1 |
|
Power
of Attorney (included on signature page). |
3
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 City of Port Washington, State of New York, on this 12th day
of March, 2010.
| PALL CORPORATION |
|
|
|
| |
|
| By: |
/s/ Eric
Krasnoff |
|
|
|
Eric Krasnoff |
|
|
Chairman and Chief Executive
Officer |
POWER OF ATTORNEY
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Eric Krasnoff, Donald Stevens and Sandra Marino,
and each of them, with full power to act without the other, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities (unless revoked in writing) to sign any and all amendments
(including post-effective amendments thereto) to this Registration Statement to
which this power of attorney is attached, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as full to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents or
any of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on this 12th day of March, 2010.
| Signature |
|
Title |
| |
| /s/ Eric
Krasnoff |
|
|
| Eric Krasnoff |
|
Chairman, Chief Executive Officer and
Director |
| |
| /s/ Lisa
McDermott |
|
|
| Lisa McDermott |
|
Chief Financial Officer and
Treasurer |
| |
| /s/ Francis
Moschella |
|
|
| Francis Moschella |
|
Vice President – Corporate
Controller |
| |
|
Chief Accounting
Officer |
4
| /s/ Daniel J. Carroll,
Jr. |
|
|
| Daniel J. Carroll, Jr. |
|
Director |
| |
| /s/ Robert B.
Coutts |
|
|
| Robert B. Coutts |
|
Director |
| |
| /s/ Cheryl W.
Grisé |
|
|
| Cheryl W. Grisé |
|
Director |
| |
| /s/ Ulric Haynes,
Jr. |
|
|
| Ulric Haynes, Jr. |
|
Director |
| |
| /s/ Ronald
Hoffman |
|
|
| Ronald Hoffman |
|
Director |
| |
| /s/ Dennis N.
Longstreet |
|
|
| Dennis N. Longstreet |
|
Director |
| |
| /s/ Edwin W. Martin,
Jr. |
|
|
| Edwin W. Martin, Jr. |
|
Director |
| |
| /s/ Katharine L.
Plourde |
|
|
| Katharine L. Plourde |
|
Director |
| |
| /s/ Edward L.
Snyder |
|
|
| Edward L. Snyder |
|
Director |
| |
| /s/ Edward
Travaglianti |
|
|
| Edward Travaglianti |
|
Director |
5
EXHIBIT INDEX
| Exhibit |
|
|
|
|
|
|
| No. |
|
Description |
|
Method of
Filing |
|
Page |
| 3.1 |
|
Restated Certificate of Incorporation of
the Registrant as amended through November 23, 1993. |
|
Incorporated by reference to Exhibit
3(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year
ended July 30, 1994, filed with the Commission on October 21,
1994. |
|
-- |
| |
| 3.2 |
|
By-Laws of the Registrant as amended
effective November 18, 2009. |
|
Incorporated by reference to Exhibit
3(ii) to the Registrant’s Form 8-K filed with the Commission on November
23, 2009. |
|
-- |
| |
| 4.3 |
|
Pall Corporation Management Stock
Purchase Plan. |
|
Incorporated by reference to Appendix C
to the Registrant’s Proxy Statement filed with the Commission on October
9, 2009. |
|
-- |
| |
| 23.1 |
|
Consent of KPMG LLP, Independent
Auditors. |
|
Filed herewith. |
|
|
| |
| 24.1 |
|
Power of Attorney (included on signature
page). |
|
Filed herewith. |
|
|
6