Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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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
MANAGEMENT STOCK PURCHASE PLAN
(Full title of the plan)
Mary Ann S. Bartlett, Secretary
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
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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
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Restricted Stock
Units 1,000,000 units $26.105 (1) $26,105,000 (1) $2,111.90
Common Stock,
$.10 par value 1,000,000 shs. -- (2) -- (2) None
Common Share
Purchase Rights 1,000,000 rights -- (3) -- (3) None
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(1) Calculated pursuant to Rule 457(c) and (h) upon the basis of the average of
the high and low prices ($26.41 and $25.80) of a share of the Common Stock
as reported for New York Stock Exchange composite transactions on December
12, 2003. The number of restricted stock units purchased and awarded under
the Plan will be determined by dividing a dollar amount by the closing
price of a share of Common Stock as reported for New York Stock Exchange
composite transactions on the date of award or purchase.
(2) Pursuant to Rule 457(i), no registration fee is payable for the Common
Stock. Each restricted stock unit issued under the Plan is convertible,
without the payment of additional consideration, into one share of the
Common Stock being registered hereby.
(3) 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.
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This Registration Statement shall become effective immediately upon filing
as provided in Rule 462(a) under the Securities Act of 1933.
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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 August 2, 2003;
(b) the Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended October 31, 2003;
(c) the Registrant's Current Report on Form 8-K bearing cover date of
August 18, 2003; 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 for the Common Stock and the Common Share Purchase Rights,
both of which are registered under Section 12 of the Exchange Act.
Each Restricted Stock Unit being registered hereby will, after a vesting
period of three or four years, entitle the holder to receive one share of the
Registrant's Common Stock, subject to certain forfeiture provisions set forth in
the Registrant's Management Stock Purchase Plan as amended October 16, 2003 (the
"Plan"). Restricted Stock Units will vest automatically in accordance with and
subject to the provisions of the Plan. An owner of a Restricted Stock
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Unit will not have any of the rights of a holder of Common Stock until such
Restricted Stock Unit has vested and the owner has received a share of Common
Stock in respect thereof.
Owners of Restricted Stock Units will be entitled to receive dividend
equivalent Restricted Stock Units as of each date that a dividend is paid on
Common Stock. The number of dividend equivalent Restricted Stock Units to be
credited to participants in the Plan on a dividend payment date will be
determined by first multiplying (A) the number of Restricted Stock Units owned
by the participant on such date by (B) the per-share dollar amount of the
dividend paid on such date, and then dividing the resulting amount by the
closing price for New York Stock Exchange composite transactions of a share of
Common Stock on such dividend payment date.
In the event a "Change in Control" (defined below) of the Registrant
occurs, all Restricted Stock Units owned by participants in the Plan will vest
on the date a Change of Control occurs.
"Change in Control" means the occurrence of any of the following:
(a) the "Distribution Date" as defined in Section 3 of the Rights
Agreement dated as of November 17, 1989 between the Registrant
and United States Trust Company of New York, as Rights Agent, as
the same may have been amended or extended to the time in
question or in any successor agreement (the "Rights Agreement")
(see Exhibits 4(a) and 4(b) to this Registration Statement); or
(b) any event described in Section 11(a)(ii)(B) of the Rights
Agreement; or
(c) any event described in Section 13 of the Rights Agreement; or
(d) the date on which the number of duly elected and qualified
directors of the Registrant who were not either elected by the
Board of Directors or nominated by the Board of Directors or its
Nominating Committee for election by the shareholders shall equal
or exceed one-third of the total number of directors of the
Registrant as fixed by its by-laws;
however, no Change in Control will be deemed to have occurred, and no rights
arising upon a Change in Control as provided in Section 8 of the Plan will
exist, to the extent that the Board of Directors so determines by resolution
adopted prior to the Change in Control.
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
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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 7,500 shares of Common Stock., exercisable as to 3,750 shares
currently or within 60 days of the date of this Registration Statement.
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 Bylaws provides in part as follows:
ARTICLE VII
Indemnification
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"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.
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"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 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
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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:
(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.
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Item 7. Exemption from Registration Claimed.
Not applicable.
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, unless the information required to be included
in such post-effective amendment is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act and incorporated herein by
reference;
(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, unless the information required to be
included in such post-effective amendment is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act and incorporated
herein by reference;
(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.
(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.
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(d) that, for the 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(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.
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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 16th day of
December, 2003.
PALL CORPORATION
By:/s/ Marcus Wilson
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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 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.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the above power of attorney have been signed on
December 16, 2003, by the following persons in the capacities indicated.
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Signature Title
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/s/ Eric Krasnoff Chairman and Chief Executive
--------------------------------------- Officer (Principal Executive
Eric Krasnoff Officer) and Director
/s/ John Adamovich Chief Financial Officer,
--------------------------------------- Group Vice President and Treasurer
John Adamovich, Jr. (Principal Financial Officer)
/s/ Lisa McDermott Chief Corporate Accountant
--------------------------------------- (Principal Accounting Officer)
Lisa McDermott
/s/ Abraham Appel Director
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Abraham Appel
/s/ Daniel J. Carroll, Jr.
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Daniel J. Carroll, Jr. Director
Director
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John H.F. Haskell, Jr.
/s/ Ulric Haynes, Jr. Director
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Ulric Haynes, Jr.
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/s/ Edwin W. Martin, Jr.
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Edwin W. Martin, Jr. Director
/s/ Katharine L. Plourde Director
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Katharine L. Plourde
/s/ Heywood Shelley Director
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Heywood Shelley
/s/ Edward L. Snyder Director
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Edward L. Snyder
/s/ Edward Travaglianti Director
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Edward Travaglianti
/s/ James D. Watson Director
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James D. Watson
/s/ Marcus Wilson Director
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Marcus Wilson
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EXHIBIT INDEX
Exhibit No.
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(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
(23)(c) Consent of The Mentor Group, Inc.
(24) Powers of Attorney (included in the signature pages of this
Registration Statement)
(99)* Pall Corporation Management Stock Purchase Plan as amended
effective October 16, 2003, filed as Exhibit 10.26 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended August 2, 2003
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* Incorporated herein by reference.
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