As filed with the Securities and Exchange Commission on November 5, 2003
Registration No. 333-104595
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
incorporation or organization) Identification No.)
2200 Northern Boulevard
East Hills, New York 11548
(516) 484-5400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Mary Ann Bartlett, Esq.
Secretary
Pall Corporation
2200 Northern Boulevard
East Hills, New York 11548
(516) 484-5400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Carter Ledyard & Milburn LLP
2 Wall Street
New York, New York 10005
Attention: Heywood Shelley, Esq.
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Approximate date of commencement of proposed sale to the public: At such
time or times after the effective date of this Registration Statement as the
selling stockholders may determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
herein is being filed as a combined prospectus satisfying the requirements of
that Act and the rules and regulations thereunder for the offering registered on
Registration Statement on Form S-3, Registration No. 33-39655. Accordingly, this
Registration Statement being currently filed shall act, upon effectiveness, as a
post-effective amendment to the said earlier Registration Statement.
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ii
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 5, 2003
PROSPECTUS
254,665 Shares
P A L L C O R P O R A T I O N
Common Stock
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The selling stockholders in this offering are the Pall Corporation Cash
Balance Pension Plan and the Pall Trinity Micro Pension Plan for Hourly-Rated
Factory Employees (collectively, the "Plans"). The Plans, which provide
retirement benefits to employees of Pall Corporation and its subsidiaries, may
sell from time to time up to 254,665 shares (the "Shares") of the common stock,
par value $.10 per share, of Pall Corporation.
The Pall common stock is listed on the New York Stock Exchange (symbol:
PLL). On November 4, 2003, the last reported sale price of a share of Pall
common stock for New York Stock Exchange composite
transactions was $23.94.
The Plans may sell the Shares in brokerage transactions (which may
include block trades and ordinary brokers' transactions) on the New York Stock
Exchange, in privately negotiated transactions, in the over-the-counter market
and otherwise.
This prospectus also relates to 254,665 common share purchase rights.
These rights are not currently exercisable and are attached to and transferable
only with the Shares. See "Common Share Purchase Rights."
None of the Securities and Exchange Commission or any state securities
commission has approved or disapproved of the securities being offered by this
prospectus, or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is ________ __, 2003.
TABLE OF CONTENTS
Page no.
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Pall Corporation..............................................................3
The Selling Stockholders......................................................4
The Offering and Plan of Distribution.........................................4
Common Share Purchase Rights..................................................6
Legal Matters.................................................................6
Experts.......................................................................7
Where You Can Find More Information...........................................7
* * *
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus
is accurate only as of the date on the front cover of this prospectus. Our
business, financial condition, results of operations and prospects may have
changed since that date.
2
Pall Corporation
Pall Corporation, incorporated in July 1946, together with its
subsidiaries, is a leading supplier of fine filters, principally made by Pall
Corporation or its subsidiaries using its proprietary filter media, and other
fluid clarification and separations equipment for the removal of solid, liquid
and gaseous contaminants from a wide variety of liquids and gases.
We serve customers in two principal markets: Life Sciences and
Industrial. The two principal markets are further divided into five segments:
Blood and BioPharmaceuticals (which comprise the Life Sciences business) and
General Industrial, Aerospace and Microelectronics (which comprise the
Industrial business).
During the past five years, we have continued our development and sale
of fluid clarification and separations products in a wide variety of markets.
Additionally, in fiscal 2002, we acquired the Filtration and Separations Group
("FSG") from United States Filter Corporation, significantly expanding our
presence in the Industrial market.
Pall is a specialty materials and engineering company with the
broadest-based filtration, separations and purification capabilities in the
world. Our proprietary products are used to discover, develop and produce
pharmaceuticals, produce safe drinking water, protect hospital patients, remove
white blood cells from blood, enhance the quality and efficiency of
manufacturing processes, keep equipment running efficiently and protect the
environment. Requirements for product quality, purity, environmental
preservation, health and safety apply to a wide range of industries and across
geographical borders. We have a 57-year history of commercializing successful
products and continue to develop new materials and technologies for the Life
Sciences and Industrial markets and their increasingly difficult fluid
filtration, purification and separation challenges. We have an array of core
materials and technologies that can be combined and manipulated in many ways to
solve complex fluid separation challenges. These proprietary materials, coupled
with our ability to engineer them into useful forms, are the foundations of our
capabilities. Our proprietary materials enable us to provide customers with
products that are well matched to their needs, to develop new products and to
enter new markets. With the addition of FSG, we have enhanced our library of
proprietary materials and technologies with sophisticated offerings such as
asymmetric membranes, selective adsorption, melt-blown media, nano ceramic
membranes and metallic fiber media.
Pall actively pursues only those applications in which its products can
make a substantial difference to the customer and especially targets projects
that will result in real gains in performance and economics. The products sold
are principally filters made with proprietary Pall filter media produced by
chemical film casting, melt-blowing of polymer fibers, papermaking and
metallurgical processes. Metal and plastic housings for our filters and a wide
variety of appurtenant devices are also made. Competition is intense in all of
our markets and includes many large and small companies in our global markets;
however, no one company has a significant presence in all of our markets.
Pall's principal executive offices are located at 2200 Northern
Boulevard, East Hills, New York 11548, and its telephone number at that address
is (516) 484-5400.
3
The Selling Stockholders
Pall issued and delivered the Shares to the Plans in satisfaction of all
or a portion of Pall's obligation to make annual contributions to the Plans.
Included in the Shares are 44,665 shares of Pall common stock which Pall issued
and delivered to the Plans in partial satisfaction of Pall's obligation to
contribute to the Plans or their predecessor plans with respect to Pall's fiscal
year ended July 28, 1990. Pall's board of directors, acting by its executive
committee, authorized the proper officers of Pall to deliver 210,000 additional
Shares to the Plans in partial satisfaction of Pall's obligation to contribute
to the Plans with respect to Pall's fiscal year ended August 3, 2002.
During the past three years, the Plans have had no position, office or
other material relationship with Pall or any of its affiliates apart from
providing retirement benefits to the employees of Pall and its subsidiaries. In
addition, the Plans own no shares of Pall common stock apart from the 254,655
Shares. The Plans are offering all the Shares pursuant to the offering under
this prospectus and accordingly will own no shares of Pall common stock after
completion of this offering.
Reed, Conner & Birdwell, Inc. acts as an investment adviser to the Plans
(the "Investment Adviser") and has sole authority to direct The Bank of New
York, as trustee of the Plans, to sell any or all of the Shares from time to
time, and to make delivery of such Shares to the purchasers thereof.
The Offering and Plan of Distribution
Pall will pay all expenses in connection with the sale of the Shares by
the Plans. Depending upon market conditions, the Plans may, in the sole
discretion and at the direction of the Investment Adviser, from time to time
sell all or some of the Shares.
The Plans will not sell the Shares at any predetermined price or
pursuant to any pre-arranged plan of distribution, the time, price and manner
of sale, if any, being in the Investment Adviser's discretion. The Shares may
be sold in brokerage transactions (which may include block trades and ordinary
brokers' transactions) on the New York Stock Exchange, in privately negotiated
transactions, in the over-the-counter market, in underwritten public offerings,
and otherwise. The price at which the Shares may be sold will be the prevailing
market price (plus customary or negotiated brokerage commissions) in the case
of brokerage sales executed on the New York Stock Exchange or in the
over-the-counter market, and the price plus brokerage commissions or discounts
agreed upon by the parties in the case of privately negotiated transactions and
underwritten public offerings.
Any broker-dealers that act as principals in connection with the sale of
Shares will be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933; the Plans, The Bank of New York as trustee of the Plans,
and any broker-dealer that acts as agent in connection with the sale of the
Shares may be "underwriters" within the meaning of Section 2(11); and any
compensation these broker-dealers receive, and any profit they realize from the
resale of the
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Shares while acting as principals, might be considered as underwriting discounts
or commissions. Because the Plans may be "underwriters" within the meaning of
Section 2(11) of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act for offers and sales of the Shares,
including delivery through the facilities of the New York Stock Exchange as
provided in Rule 153 under the Securities Act.
The Plans also may resell all or a portion of the Shares in open market
transactions in reliance upon Rule 144 under the Securities Act, if the Plans
meet the criteria and satisfy the requirements of Rule 144.
If either Plan notifies Pall that it has entered into any material
arrangement with a broker-dealer for the sale of Shares through a block trade,
special offering, exchange distribution or secondary distribution or a purchase
by a broker or dealer (including underwritten public offerings), Pall will file
a supplement to this prospectus, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing
o the name of the participating broker-dealer(s),
o the number of Shares involved,
o the price at which such Shares were sold,
o the commission paid or discounts or concessions allowed to the
broker-dealer(s), where applicable,
o whether the broker-dealer(s) conducted any investigation to
verify the information in or incorporated by reference in this
prospectus, and
o other material facts of the transaction.
5
Common Share Purchase Rights
On November 17, 1989, the board of directors of Pall Corporation,
pursuant to a favorable advisory vote of its shareholders, adopted a Shareholder
Rights Plan and pursuant thereto declared a dividend of one common share
purchase right (a "Right") for each outstanding share of Pall common stock. The
distribution was made to the holders of record of common stock outstanding on
December 1, 1989, and is being made with respect to all shares of common stock
issued thereafter until the earliest to occur of the Distribution Date (as
defined below), the date on which the Rights are redeemed, and the expiration
date of the Rights (December 1, 2009 unless the expiration date is extended
prior to that date).
Each Right, when it becomes exercisable, will entitle the registered
holder to purchase from Pall one share of Pall common stock at a price of $80,
subject to adjustment in certain events, including stock splits, occurring
subsequent to the date of this prospectus. Until the Distribution Date, the
Rights (a) will not be exercisable, (b) will be evidenced by the certificates
for the common stock registered in the names of the holders thereof and not by
separate Right certificates, and (c) will be transferable with and only with the
common stock, and one Right will be associated with each share of common stock,
subject to adjustment in certain events.
The "Distribution Date" is defined as the earlier to occur of (1) 10
days following a public announcement that a person or group of affiliated or
associated persons has acquired beneficial ownership of 20% or more of the
outstanding Pall common stock (such person or group being defined as an
"Acquiring Person"), or (2) 10 business days (or such later date as may be
determined by action of the Board prior to such time as any person or group
becomes an Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 20% or more of
such outstanding common stock.
The Rights have certain anti-takeover effects. A description of the
Rights is set forth in Amendment No. 1, dated April 20, 1999, to Pall's
Registration Statement on Form 8-A for the registration of the Rights pursuant
to Section 12(b) of the Exchange Act, which Amendment is a document incorporated
by reference in this prospectus as provided below.
Legal Matters
The validity of the Shares has been passed upon by Carter Ledyard &
Milburn LLP, Two Wall Street, New York, New York 10005. Heywood Shelley, counsel
to Carter Ledyard & Milburn LLP, is a director of Pall.
6
Experts
The consolidated financial statements and schedule of Pall Corporation
and its subsidiaries, incorporated in this prospectus by reference to the Annual
Report on Form 10-K of Pall Corporation for the fiscal year ended August 2,
2003, have been so incorporated in reliance on the report of KPMG LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.
The reference to The Mentor Group, Inc., in Item 7 of Pall's Annual
Report on Form 10-K for the fiscal year ended August 2, 2003, as a third party
valuation firm which assisted Pall in connection with its acquisition of the
Filtration and Separations Group, has been incorporated by reference in this
prospectus in reliance upon the authority of The Mentor Group, Inc. as experts
in valuations and appraisals.
Where You Can Find More Information
This prospectus is a part of a registration statement on Form S-3,
Registration No. 333-104595, which Pall has filed with the Securities and
Exchange Commission under the Securities Act of 1933. We refer you to this
registration statement for further information about Pall and the shares of
common stock offered hereby.
Pall files annual, quarterly and special reports and other information
with the Securities and Exchange Commission (Commission File Number 1-4311).
These filings contain important information which does not appear in this
prospectus. Pall's SEC filings are available over the Internet at the SEC's
website at http://www.sec.gov. You may also read and copy these filings at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
You may obtain information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330, and may obtain copies of Pall's filings from
the public reference room by calling (202) 942-8090.
The SEC allows Pall to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to other documents which Pall has filed or will file with the SEC.
We are incorporating by reference in this prospectus
o Pall's Annual Report on Form 10-K for the fiscal year ended
August 2, 2003,
o Pall's Current Report on Form 8-K bearing cover date of August
18, 2003, and
o the descriptions of the Pall common stock and the common share
purchase rights contained in the Amendments No. 1, both dated
April 20, 1999, to Pall'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 under Section 12(b) of
the Securities Exchange Act of 1934, and any updates of the
descriptions contained in any registration statement, report or
amendment of any
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registration statement or report which Pall may subsequently file
under the Exchange Act.
All documents which Pall Corporation files with the SEC pursuant to
Section 13(a), 13(c) or 15(d) of the Securities Exchange Act after the date of
this prospectus and before the termination of this offering of common stock
shall be deemed to be incorporated by reference in this prospectus and to be a
part of it from the filing dates of such documents. Certain statements in and
portions of this prospectus update and replace information in the above listed
documents incorporated by reference. Likewise, statements in or portions of a
future document incorporated by reference in this prospectus may update and
replace statements in and portions of this prospectus or the above listed
documents.
We shall provide you without charge, upon your written or oral request,
a copy of any of the documents incorporated by reference in this prospectus,
other than exhibits to such documents which are not specifically incorporated by
reference into such documents. Please direct your written or telephone requests
to Diane Foster, Director of Investor Relations, Pall Corporation, 2200 Northern
Boulevard, East Hills, New York 11548 (telephone 516-484-3677).
8
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits.
The index to exhibits appears immediately following the signature pages
of this Registration Statement.
II-1
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-3 and has duly caused this amendment to
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 5th day
of November, 2003.
PALL CORPORATION
By: /s/ John Adamovich, Jr.
-----------------------
John Adamovich, Jr.
Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to Registration Statement has been signed on November 5, 2003, by the
following persons in the capacities indicated.
Signature Title
--------- -----
*
------------- Chairman of the Board and
Eric Krasnoff Chief Executive Officer
(Principal Executive Officer)
and Director
/s/John Adamovich, Jr.
---------------------- Chief Financial Officer and Treasurer
John Adamovich, Jr. (Principal Financial Officer)
/s/Lisa McDermott
----------------- Chief Corporate Accountant
Lisa McDermott (Principal Accounting Officer)
*
------------- Director
Abraham Appel
II-2
Signature Title
--------- -----
*
---------------------- Director
Daniel J. Carroll, Jr.
*
---------------------- Director
John H.F. Haskell, Jr.
*
-------------------- Director
Jeremy Hayward-Surry
*
----------------- Director
Ulric Haynes, Jr.
*
-------------------- Director
Edwin W. Martin, Jr.
*
-------------------- Director
Katharine L. Plourde
*
--------------- Director
Heywood Shelley
*
---------------- Director
Edward L. Snyder
II-3
Signature Title
--------- -----
*
------------------- Director
Edward Travaglianti
*
--------------- Director
James D. Watson
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*By: /s/John Adamovich, Jr.
----------------------
John Adamovich, Jr.
Attorney-in-Fact
II-4
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 the
original filing of this Registration Statement)
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* Incorporated herein by reference.
** Previously filed as an exhibit to this Registration Statement.
II-5