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
1995 EMPLOYEE STOCK OPTION PLAN
AND
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plans)
PETER SCHWARTZMAN, 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
2 Wall Street
New York, New York 10005-2072
Attention: Heywood Shelley, Esq.
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
maximum maximum
Title of secu- offering aggregate Amount of
rities to be Amount to be price per offering registra-
registered registered share price tion fee
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 1,080,000 shs. $24.25(1) $ 26,190,000(1) $ 9,031.04
Common Stock,
$.10 par value 3,220,000 shs. $26.8125(2) 86,336,250(2) 29,771.12
--------- ----------- ---------
Totals 4,300,000 shs. -- $112,526,250 $38,802.16
========= =========== =========
Common Share
Purchase Rights 4,300,000 rights -- (3) -- (3) None
<FN>
(1) Calculated pursuant to Rule 457(h) on the basis of the price
at which outstanding options under the Plans may be exercised.
(2) Calculated pursuant to Rule 457(h) upon the basis of the
average of the high and low prices ($27 1/4 and $26 ) of a share
of the Common Stock as reported for New York Stock Exchange
composite transactions on November 30, 1995.
(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.
This Registration Statement shall become effective immediately
upon filing as provided in Rule 462 under the Securities Act of
1933.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference the
following documents into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended July 29, 1995; and
(b) The descriptions of the Common Stock and the Common
Share Purchase Rights of the Registrant contained in 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 regis-
tration statement, report or amendment thereto of the
Registrant hereafter filed under the Exchange Act.
In addition, all reports and 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.
Item 5. Interests of Named Experts and Counsel.
Carter, Ledyard & Milburn, 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, a partner in Carter, Ledyard & Milburn,
is a director of the Registrant and the owner of 1,500 shares of
the Registrant's Common Stock. In addition, Mr. Shelley has been
granted options by the Registrant to purchase an additional 49,000
shares of Common Stock and is eligible, as a non-employee director,
to be granted further options under the Stock Option Plan for
Non-Employee Directors.
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.
Section 7.02 of the Registrant's Bylaws provides as
follows:
"Indemnification. The Corporation shall indemnify any
person made or threatened to be made a party to any action or
proceeding, whether civil or criminal (and whether or not by
or in the right of the corporation or of any other corporation
of any type or kind, domestic or foreign, or any partnership,
joint venture, trust, employee benefit plan or other
enterprise), by reason of the fact that such person, his
testator or intestate, is or was a director or officer of the
corporation or served any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture,
trust, employee benefit plan or other enterprise in any
capacity at the request of the corporation, against judgments,
fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred
as a result of such action or proceeding, or any appeal
therein, provided that (i) no indemnification may be made to
or on behalf of any person if a judgment or other final
adjudication adverse to such person establishes that his 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 personally gained in fact a finan-
cial profit or other advantage to which he was not legally
entitled; (ii) no indemnification shall be required in
connection with the settlement of any pending or threatened
action or proceeding, or any other disposition thereof except
a final adjudication, unless the corporation has consented to
such settlement or other disposition, and (iii) the
corporation shall not be obligated to indemnify any person by
reason of the adoption of this Section 7.02 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 7.02.
"Reasonable expenses, including attorneys' fees, incurred
in defending any action or proceeding, whether threatened or
pending, shall be paid or reimbursed by the corporation in
advance of the final disposition thereof upon receipt of an
undertaking by or on behalf of the person seeking indemnifica-
tion to repay such amount to the corporation to the extent, if
any, such person is ultimately found not to be entitled to
indemnification.
"Notwithstanding any other provision hereof, no amendment
or repeal of this Section 7.02, or any other corporate action
or agreement which prohibits or otherwise limits the right of
any person to indemnification or advancement or reimbursement
of 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.
"The corporation is hereby authorized, but shall not be
required, to enter into agreements with any of its directors,
officers or employees providing for rights to indemnification
and advancement and reimbursement of reasonable expenses,
including attorneys' fees, to the extent permitted by law, but
the corporation's failure to do so shall not in any manner
affect or limit the rights provided for by this Section 7.02
or otherwise.
"For purposes of this Section 7.02, the term 'the
corporation' shall include any legal successor to the corpora-
tion, including any corporation which acquires all or sub-
stantially all of the assets of the corporation in one or more
transactions. For purposes of this Section 7.02, the
corporation shall be deemed to have requested a person to
serve an employee benefit plan where the performance by such
person of his duties to the corporation or any subsidiary
thereof also imposes duties on, or otherwise involves services
by, such person to the plan or participants or beneficiaries
of the plan, and excise taxes assessed on a person with
respect to an employee benefit plan pursuant to applicable law
shall be considered fines.
"The rights granted pursuant to or provided by the
foregoing provisions of this Section 7.02 shall be in addition
to and shall not be exclusive of any other rights to indemni-
fication 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.
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 amend-
ment 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 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.
<PAGE>
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 4th day of
December, 1995.
PALL CORPORATION
By:/s/Jeremy Hayward-Surry
Jeremy Hayward-Surry
President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby con-
stitutes Eric Krasnoff, Jeremy Hayward-Surry and Peter Schwartzman,
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.
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement and the above power of attorney
have been signed on December 4, 1995, by the following persons in
the capacities indicated.
Signature Title
/s/Eric Krasnoff Chairman and Chief Executive
Eric Krasnoff Officer (Principal Executive
Officer) and Director
/s/Jeremy Hayward-Surry President, Treasurer
Jeremy Hayward-Surry and Chief Financial Officer
(Principal Financial Officer)
and Director
/s/Peter Schwartzman Chief Accountant
Peter Schwartzman (Principal Accounting
Officer)
Director
Abraham Appel
/s/Ulric Haynes, Jr. Director
Ulric Haynes, Jr.
Director
Edwin W. Martin, Jr.
/s/David B. Pall Director
David B. Pall
/s/Katharine L. Plourde Director
Katharine L. Plourde
/s/Chesterfield F. Seibert Director
Chesterfield F. Seibert
/s/Heywood Shelley Director
Heywood Shelley
Director
Alan B. Slifka
/s/James D. Watson Director
James D. Watson
/s/Derek T.D. Williams Director
Derek T.D. Williams
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
(4)* 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
(5) Opinion of Carter, Ledyard & Milburn
(23)(a) Consent of Carter, Ledyard & Milburn
(included in Exhibit 5)
(23)(b) Consent of KPMG Peat Marwick LLP
(24) Powers of Attorney (included in the signa-
ture page of this Registration Statement)
* Incorporated herein by reference.
<PAGE>
E X H I B I T 5
<PAGE>
CARTER, LEDYARD & MILBURN
Counsellors at Law
2 Wall Street
New York, New York 10005
(212) 238-8709
December 4, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pall Corporation
Dear Sirs:
We have acted as counsel for Pall Corporation, a New York
corporation (the "Corporation"), in connection with the adoption
of its 1995 Employee Stock Option Plan and its Stock Option Plan
for Non-Employee Directors (collectively, the "Plans"). The
Plans provide for the sale upon the exercise of options of up to
an aggregate of 4,300,000 shares (the "Shares") of the Common
Stock, $.10 par value per share, of the Corporation (the "Common
Stock") and up to an aggregate of 4,300,000 Common Share
Purchase Rights (the "Rights"). The Shares may be either autho-
rized but unissued or reacquired shares. Each Right will be
issued in connection with the issuance of one of the Shares and,
prior to the Distribution Date (as defined in the Rights
Agreement providing for the Rights), will be transferable with
and only with, and will be evidenced by the certificate evi-
dencing, such Share.
We have examined the originals, or copies certified or
otherwise identified to our satisfaction, of such corporate
records and such other documents as we have deemed relevant as
a basis for our opinion hereinafter expressed.
Based on the foregoing, we are of the opinion that up to
4,000,000 previously unissued Shares and Rights which may be the
subject of options under the 1995 Employee Stock Option Plan,
and up to 300,000 previously unissued Shares and Rights which
may be the subject of options under the Stock Option Plan for
Non-Employee Directors, when paid for in accordance with the
terms of the Plans and the options granted thereunder, will be
legally issued, and such Shares will be fully-paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Corporation's Form S-8 Registration Statement for
the Shares and Rights.
Very truly yours,
/s/CARTER, LEDYARD & MILBURN
HS:lrh
<PAGE>
E X H I B I T 23(b)
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Pall Corporation:
We consent to the incorporation by reference, in the
Registration Statement on Form S-8 of Pall Corporation relating
to 4,300,000 shares of its common stock and 4,300,000 of its
common share purchase rights authorized for issuance under its
1995 Employee Stock Option Plan and Stock Option Plan for Non-Employee
Directors, of our reports dated September 5, 1995, relating
to the consolidated balance sheets of Pall Corporation and
its subsidiaries as of July 29, 1995, and July 30, 1994, and
the related consolidated statements of earnings, stockholders'
equity and cash flows and related schedule for each of the years
in the three-year period ended July 29, 1995, which reports are
incorporated by reference or appear in the annual report on Form
10-K of Pall Corporation for the fiscal year ended July 29,
1995.
Such reports refer to the adoption by the Company in fiscal 1995
of the Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 112, "Employers' Accounting
for Postemployment Benefits".
KPMG PEAT MARWICK LLP
Jericho, New York
November 30, 1995
