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
2005 STOCK COMPENSATION 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
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per unit offering price registration fee
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Common Stock,
$.10 par value 5,000 shs. $24.65 (1) $ 123,250 (1) $ 14.51
Common Stock,
$.10 par value 4,000 shs. $24.80 (1) 99,200 (1) 11.68
Common Stock,
$.10 par value 5,000 shs. $24.93 (1) 124,650 (1) 14.67
Common Stock,
$.10 par value 4,986,000 shs. $28.85 (2) 143,846,100 (2) 16,930.69
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Totals 5,000,000 shs. $144,193,200 $16,971.55
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Common Share
Purchase Rights 5,000,000 rights -- (3) -- (3) None
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(1) Calculated pursuant to Rule 457(h) on the basis of the price at which
outstanding options under the 2005 Stock Compensation Plan may be
exercised.
(2) Calculated pursuant to Rule 457(c) and (h) upon the basis of the average of
the high and low prices ($29.00 and $28.70) of a share of the Common Stock
as reported for New York Stock Exchange composite transactions on December
20, 2004.
(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 July 31, 2004;
(b) the Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended October 31, 2004;
(c) the Registrant's Current Reports on Form 8-K dated on the front
covers August 24, 2004 (Item 2.03 and Exhibit 4 only), October 18, 2004,
November 16, 2004, November 17, 2004, and December 17, 2004; 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 because both 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,
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Mr. Shelley holds options granted by the Registrant to purchase an additional
10,500 shares of Common Stock, which options are exercisable as to 5,625 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
"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 22nd day of
December, 2004.
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 or her true
and lawful attorneys-in-fact with full power to execute in the name of such
person, in the capacities stated below, any and all amendments to this
Registration Statement, 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 22, 2004, 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/ Marcus Wilson President, Chief Financial Officer,
--------------------------------------- and Treasurer
Marcus Wilson (Principal Financial Officer)
/s/ Lisa McDermott Vice President-Finance
--------------------------------------- (Principal Accounting Officer)
Lisa McDermott
/s/ Abraham Appel Director
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Abraham Appel
/s/ Daniel J. Carroll, Jr. Director
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Daniel J. Carroll, Jr.
/s/ John H.F. Haskell, Jr. 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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Signature Title
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/s/ Edwin W. Martin, Jr. Director
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Edwin W. Martin, Jr.
/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
(24) Powers of Attorney (included in the signature pages of this
Registration Statement)
(99)* Pall Corporation 2005 Stock Compensation Plan, filed as
Exhibit 10.23 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended July 31, 2004.
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* Incorporated herein by reference.
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