Registration No. 333-17417
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON
FORM S-3
TO
FORM S-4
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
(516) 484-5400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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)
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Copy to:
CARTER, LEDYARD & MILBURN
2 Wall Street
New York, New York 10005-2072
Attention: Heywood Shelley, Esq.
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<PAGE>
Approximate date of commencement of proposed sale to the public: From time
to time after February 3, 1997, the effective date of the Merger described
herein.
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered(1) unit price fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value...... 11,307,873 shs.(2) $24.417645 $276,111,631(3) $83,670.20(4)
Options to Purchase
Common Stock........ 634,629 options -- (5) -- (5) -0-
Common Share
Purchase Rights....... 11,307,873 rights -- (6) -- (6) -0-
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(footnotes on next page)
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(1) This Registration Statement is hereby amended to reduce the number of
shares of the Registrant's Common Stock and the number of Common Share
Purchase Rights ("Rights"), in each case, from 11,323,938 to 11,307,873,
and to reduce the number of Options to Purchase Common Stock ("Options")
from 698,144 Options to 634,629 Options. Accordingly, the Registrant is
hereby removing from registration 16,065 shares of Common Stock, 16,065
Rights and 63,515 Options.
(2) Comprised of 10,606,640 shares of the Registrant's Common Stock actually
issued in connection with the Registrant's acquisition by merger (the
"Merger") of Gelman Sciences Inc. ("Gelman"), 66,604 shares of the
Registrant's Common Stock issued or issuable after the Merger upon the
exercise of warrants issued prior to the Merger to purchase the common
stock of Gelman, and 634,629 shares of the Registrant's Common Stock issued
or issuable after the Merger upon the exercise of Options issued by the
Registrant in exchange for options outstanding prior to the Merger to
purchase the common stock of Gelman.
(3) Pursuant to Rule 457(f)(1) under the Securities Act of 1933, the proposed
maximum aggregate offering price was computed as follows: 8,679,344 (the
maximum number of shares of Gelman common stock originally estimated to be
converted in the Merger and to be issued upon the exercise of certain
warrants and options to purchase Gelman common stock), multiplied by the
average ($31.8125) of the high and low prices of a share of Gelman common
stock for American Stock Exchange composite transactions on November 29,
1996, the date five business days prior to the first filing date of this
Registration Statement.
(4) This fee was paid by the Registrant on December 6, 1996, the first filing
date of this Registration Statement, to register 11,323,938 shares of the
Registrant's Common Stock, 698,144 Options and 11,323,938 Rights.
(5) Pursuant to the last sentence of Rule 457(g), no separate registration fee
was required for the Options.
(6) 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 Rights, the Rights will be transferable only with the Registrant's
Common Stock and will be evidenced by the certificates evidencing the
Common Stock.
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This Post-Effective Amendment shall become effective on such date as the
Commission, acting pursuant to Section 8(c) of the Securities Act of 1933, may
determine.
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<PAGE>
PROSPECTUS
PALL CORPORATION
360,187 SHARES OF COMMON STOCK
Pall Corporation, a New York corporation ("Pall" or the "Company"), hereby
offers to sell up to 360,187 shares (the "Shares" or "Pall Shares") of its
Common Stock, par value $.10 per share (the "Common Stock"), as follows: (i) up
to 334,093 Shares upon the exercise of options (the "Pall Options") which were
issued in exchange for certain options to purchase the common stock of Gelman
Sciences Inc., a Michigan corporation ("Gelman"), and (ii) up to 26,094 Shares
upon the exercise of warrants (the "Warrants") issued pursuant to a Warrant
Agreement dated June 6, 1995 (the "Warrant Agreement"), between Gelman and David
H. Fink (the "Grantee").
The Common Stock is listed on the New York Stock Exchange (symbol: PLL) and
the London Stock Exchange. On _____________, 1997, the last reported sale price
of a share of Common Stock for New York Stock Exchange composite transactions
was $_______. On June 30, 1997, 127,384,298 shares of Common Stock were issued
and outstanding.
This Prospectus relates to the Shares offered hereby and to a like number
of Common Share Purchase Rights (the "Rights"), which are attached to and
transferrable only with the Shares. See "Description of Common Stock -- Common
Share Purchase Rights."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _______, 1997.
<PAGE>
TABLE OF CONTENTS
Page
No.
AVAILABLE INFORMATION........................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................3
THE COMPANY..................................................................4
USE OF PROCEEDS..............................................................4
MARKET PRICES OF COMMON STOCK AND DIVIDENDS..................................5
THE PALL OPTIONS.............................................................5
THE WARRANTS.................................................................6
FEDERAL INCOME TAX CONSEQUENCES..............................................8
The Pall Options....................................................8
The Warrants.......................................................10
DESCRIPTION OF COMMON STOCK.................................................11
Voting Rights......................................................11
Classification of the Board........................................11
Fair Price Provisions..............................................12
Common Share Purchase Rights.......................................13
LEGAL MATTERS...............................................................14
EXPERTS.....................................................................15
EXHIBIT A - Form of Pall Option............................................A-1
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information, as well as
the Registration Statement referred to below, can be inspected and copied at the
Public Reference Section of the Commission's office at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
in New York (7 World Trade Center, 13th Floor, New York, New York 10048) and
Chicago (Citicorp Center, 14th Floor, 500 West Madison Street, Chicago, Illinois
60661). Copies of such reports and information may be obtained by mail at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, as well as from the Commission's
Website at http://www.sec.gov. Such reports and other information can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
This Prospectus is part of a Post-Effective Amendment on Form S-3 to a
Registration Statement on Form S-4 (Registration No. 333-17417) filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). Reference is hereby made to the Registration Statement, as so
amended, and the exhibits thereto for further information with respect to Pall
and the Shares offered hereby.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by Pall with the Commission
(Commission File No. 1-4311) are incorporated herein by reference:
(a) Pall's Annual Report on Form 10-K for the fiscal year ended August 3,
1996;
(b) Pall's Quarterly Reports on Form 10-Q for the quarterly periods ended
November 2, 1996, February 1, 1997, and May 3, 1997;
(c) Pall's Current Reports on Form 8-K bearing cover dates of February 3,
1997, and March 19, 1997; and
(d) The descriptions of the Common Stock and the Rights contained in the
Company's Registration Statements on Form 8-A, both dated September
10, 1992, for the registration of the Common Stock and the Rights
pursuant to Section 12(b) of the Exchange Act, and any updates of such
descriptions contained in any registration statement, report or
amendment thereto of Pall hereafter filed under the Exchange Act.
All documents filed by Pall with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Shares hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus, to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of any such person, a copy of any or all of the abovementioned documents
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents).
Written or telephone requests should be directed to the Corporate Secretary,
Pall Corporation, 2200 Northern Boulevard, East Hills, New York 11548 (Telephone
(516) 484-5400).
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THE COMPANY
Pall, a New York corporation organized in 1946, is a leading worldwide
supplier of fine filters, mainly made by Pall using its high-quality filter
media, and other fluid clarification equipment for the removal of solid, liquid
and gaseous contaminants from a wide variety of liquids and gases. Pall's
principal products are sold to the aeropower, fluid processing and healthcare
industries. Pall supplies aeropower filtration products to the commercial and
military aircraft market, including power generation plants and manufacturers of
aluminum, steel, paper, automobiles, injection-molded parts and mobile equipment
such as trucks and earthmoving machinery. These filtration products remove
particulates and water from hydraulic and lubrication fluids and systems,
thereby extending their useful lives, minimizing waste for disposal and
increasing overall productivity. Pall's fluid processing products are used to
remove microscopic and larger contaminants by producers of oil and gas,
electricity, chemicals, plastics, semiconductors, photographic film, magnetic
storage devices, thin film rigid discs, ink jet printers, computer terminals and
disc drives. Pall's healthcare filters protect patients receiving blood
transfusions and undergoing open-heart surgery, organ transplants, intravenous
feeding and breathing therapy. These filters are used extensively in hospitals
and in blood centers to protect from particulates, bacteria, and viral and
foreign leukocyte contamination. Manufacturers of pharmaceuticals, biopharma-
ceuticals, blood fractions, therapeutic biologicals and food and beverages, as
well as producers of diagnostic tests and users of laboratory-scale filtration
devices, purchase Pall's filtration systems, validation services and proprietary
membranes.
On February 3, 1997, the Company acquired Gelman Sciences Inc., a Michigan
corporation ("Gelman"), through a merger of Pall Acquisition Corporation, a
wholly-owned subsidiary of Pall, with and into Gelman (the "Merger"). Gelman is
a manufacturer and marketer of a broad line of specialty microfiltration
products for the separation and purification of liquids and gases. In the
Merger, Gelman became a wholly-owned subsidiary of Pall and each outstanding
share (a "Gelman Share") of Gelman's common stock, par value $.10 per share, was
converted into the right to receive 1.3047 shares of Common Stock. An aggregate
of 10,606,640 shares of Common Stock were issued in the Merger.
Pall's principal executive offices are located at 2200 Northern Boulevard,
East Hills, New York 11548; telephone (516) 484-5400.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Shares for
general corporate purposes, which may include reduction of debt, funding Pall's
capital expenditure program and working capital.
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MARKET PRICES OF COMMON STOCK AND DIVIDENDS
The principal market on which the Common Stock is traded is the New York
Stock Exchange under the symbol "PLL." The Common Stock is also listed on the
London Stock Exchange. The following table presents the high and low sales
prices of a share of Common Stock during the calendar quarters indicated, as
reported for New York Stock Exchange composite transactions:
High Low
---- ---
1995
- ----
First quarter ......................................... $21 3/4 $18 3/8
Second quarter......................................... 24 20 3/8
Third quarter.......................................... 23 7/8 20 1/8
Fourth quarter......................................... 27 7/8 21 7/8
1996
- ----
First quarter ......................................... 29 3/8 23 1/4
Second quarter......................................... 29 1/4 22 7/8
Third quarter ......................................... 28 1/4 19 5/8
Fourth quarter......................................... 28 24 1/4
1997
- ----
First quarter ......................................... 26 1/8 20 3/4
Second quarter......................................... 24 3/4 22 1/8
Third quarter (through July __)........................
See the cover page of this Prospectus for a recent sale price of the Common
Stock.
The Company paid cash dividends on its Common Stock during fiscal 1995,
1996 and the first three quarters of fiscal 1997 at the following quarterly
rates: $0.0925 per share in the first quarter of fiscal 1995, $0.105 from the
second quarter of fiscal 1995 through the first quarter of fiscal 1996, $0.1225
from the second quarter of fiscal 1996 through the first quarter of fiscal 1997,
and $0.135 in the second and third quarters of fiscal 1997. There can be no
assurance as to the frequency and amount of future dividends.
THE PALL OPTIONS
In connection with the Merger, Pall offered each Gelman employee or
director who held options to purchase Gelman common stock ("Gelman Options") the
opportunity to exchange each of his or her Gelman Options for an option to
purchase Pall Shares (a "Pall Option"). Accordingly, promptly after the closing
of the Merger, Pall issued Pall Options to purchase an aggregate of 634,629
shares of Common Stock; of these options, 113 Pall Options to purchase
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an aggregate of 334,093 shares of Common Stock remain outstanding on the date of
this Prospectus.
The substantive terms and conditions of each Pall Option are substantially
the same as the terms and conditions of the Gelman Option for which such Pall
Option was exchanged. For example, each Pall Option has the same vesting
schedule and expiration date as the Gelman Option for which it was exchanged,
except that all the Pall Options granted to Messrs. Charles Gelman and Kim A.
Davis will expire on February 3, 2002. The form of Pall Option is attached to
this Prospectus at Exhibit A, and the following summary of the material terms of
the Pall Options is qualified in its entirety by reference to Exhibit A.
The purchase price per Pall Share upon exercise of a Pall Option was
determined by dividing the exercise price per Gelman Share issuable upon
exercise of the related Gelman Option by 1.3047, the "Exchange Ratio" (i.e., the
number of Pall Shares exchanged for each Gelman Share in the Merger). The number
of Pall Shares issuable upon exercise of a Pall Option was determined by
multiplying the number of Gelman Shares issuable upon exercise of the related
Gelman Option by the Exchange Ratio.
The Pall Options are being administered by the Compensation Committee of
Pall's Board of Directors (the "Committee"). The exercise price payable upon
exercise of a Pall Option must be paid in cash or, with the consent of the
Committee, by delivery of shares of Common Stock having a value equal to the
exercise price, or partly in cash and partly by delivery of shares.
THE WARRANTS
In connection with the Merger, the Warrants were automatically converted in
accordance with their terms into warrants to purchase 26,094 Pall Shares, which
number was determined by multiplying 20,000 (the number of shares of Gelman
common stock issuable upon exercise of the Warrants prior to the Merger) by the
Exchange Ratio. The Warrant exercise price per Share is $17.3603, which amount
was determined by dividing $22.65 (the exercise price per Gelman share prior to
the Merger) by the Exchange Ratio.
The following summary of the material terms of the Warrants is qualified in
its entirety by reference to the Warrant Agreement, an additional copy of which
will be furnished to the Grantee or any Permitted Assignee (as defined below) at
his or her request.
1. The Warrants are currently exercisable as to 18,266 Pall Shares and will
become fully exercisable (as to 26,094 Shares) on January 1, 1998.
2. The Warrants will expire (to the extent not previously exercised) on the
earlier of June 6, 2000 and the date determined in accordance with
paragraph 4 below (the "Expiration Date").
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3. The Warrants (to the extent then exercisable) may be assigned by the
Grantee, in whole or in part, at any time prior to the Expiration Date only
to Daniel S. Cooper, Mark J. Zausmer, Trudy E. Fink, any of the Grantee's
minor children, and Mr. and Mrs. Samuel R. Fink, or any of them (each a
"Permitted Assignee"). Each assignment to a Permitted Assignee is
conditioned on that Permitted Assignee's agreeing in writing to abide by
the terms of the Warrant Agreement as if he or she were a party thereto. If
assigned, the Warrants (to the extent then exercisable) shall be
exercisable, prior to the Expiration Date, only by a Permitted Assignee or
any person taking from a Permitted Assignee by will or by the laws of
descent and distribution.
4. The Warrants, to the extent they are exercisable on the date of the
Grantee's death, may be exercised for a period of 180 days following the
Grantee's death, but in no event subsequent to June 6, 2000, by a Permitted
Assignee or by the Grantee's legal representatives or the person or persons
to whom the Grantee's rights shall pass by will or by the laws of descent
and distribution. The Grantee's legal representative, or the person or
persons to whom the Grantee's rights shall pass by will or by the laws of
descent and distribution, may not assign the Warrants without the prior
written consent of Pall.
5. The Warrants shall be exercised by giving a written notice to the Secretary
of Pall. Such notice shall specify the number of Shares to be purchased,
the name in which the Grantee desires to have the Shares issued, and
Grantee's address and social security number, and shall be accompanied by
payment in full in cash of the aggregate exercise price for the number of
Shares purchased. Such exercise shall be effective only upon the actual
receipt by the Secretary of such written notice and cash, and no rights or
privileges of a shareholder of the Company in respect of any of the Shares
issuable upon exercise of any part of the Warrants shall inure to the
Grantee or any other person who is entitled to exercise the Warrants unless
and until certificates representing such Shares shall have been issued.
6. If, upon or as a result of Grantee's exercise of the Warrants, there shall
be payable by Pall any amount for income tax withholding, the Grantee will
pay such amount to Pall to reimburse it for such income tax withholding.
7. In the event that the outstanding shares of Common Stock shall be increased
by a stock dividend or changed into or exchanged for a different number or
kind of shares of stock or other securities of Pall or of another
corporation, whether by reason of merger, consolidation, recapitalization,
reclassification, split-up, combination of shares or otherwise, the number,
price and kind of Shares subject to the Warrants shall be appropriately
adjusted.
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FEDERAL INCOME TAX CONSEQUENCES
In the opinion of Carter, Ledyard & Milburn, counsel to the Company, the
following is a summary of the material United States federal income tax
considerations relating to the Pall Options and the Warrants. This summary does
not purport to be a complete description of such considerations, and each
optionee or Warrantholder is advised to consult his or her own tax adviser
before exercising a Pall Option or the Warrants, or disposing of Shares acquired
pursuant to the exercise of a Pall Option or the Warrants.
The Pall Options
The exchange of Gelman Options for Pall Options was not a taxable event for
United States federal income tax purposes.
Each Pall Option is either an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (an "Incentive
Option"), or an option which does not qualify as an Incentive Option (a
"Nonqualified Option"). Different tax consequences attach to these two types of
options.
Nonqualified Options
Upon exercise of a Nonqualified Option for cash, the optionee recognizes
ordinary income in an amount equal to the excess, if any, of the fair market
value, on the date of exercise, of the shares purchased over their exercise
price. If, with consent of the Committee, an optionee pays the option exercise
price by delivering shares of Common Stock already owned by such optionee, such
delivery would constitute a non-taxable exchange by the optionee, and the
optionee would recognize ordinary income in an amount equal to the fair market
value of the additional shares received (i.e., above the number of shares
delivered). Optionees are especially urged to consult their own tax advisers
before paying the exercise price of an option by delivering shares of Common
Stock already owned.
Since all holders of currently outstanding Pall Options were employees of
Gelman or a subsidiary at the time the options were granted, any ordinary income
recognized upon exercise of a Nonqualified Option will be classified as taxable
wages subject to federal and state income tax withholding and social security
withholding, which withholding taxes will be due and payable at the time the
option is exercised. At Pall's request, upon exercise of a Nonqualified Option,
the optionee will be required to pay to Pall an amount equal to 28% of such
ordinary income for federal income tax withholding purposes and, where
applicable, an appropriate percentage for state and local income tax withholding
purposes, to cover the amount of income tax withholding which Pall is required
to pay.
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Pall will be entitled to an income tax deduction in the same amount that,
and for Pall's taxable year in which, the optionee recognizes ordinary income
from the exercise of a Nonqualified Option.
Upon a sale of Shares purchased on the exercise of a Nonqualified Option,
the optionee will recognize short-term or long-term capital gain or loss,
depending on whether the Shares are held for more than one year after the date
of exercise. Such gain or loss will be measured by the difference between the
selling price of the Shares and the market price of the Shares on the date of
exercise.
Incentive Options
In general, the holder of an Incentive Option does not recognize any income
at the time the option is exercised (although the exercise of an Incentive
Option can have "alternative minimum tax" consequences to the optionee as
described below under the caption " -- Alternative Minimum Tax"). If an optionee
holds Shares purchased upon exercise of an Incentive Option for at least (i) two
years after the date the related Gelman Option was granted to the optionee and
(ii) one year after the date such Shares are transferred to the optionee, then
any gain or loss in respect of a subsequent disposition of such Shares will
generally be treated as a long-term capital gain or loss. In the event that the
optionee disposes of Shares purchased upon exercise of an Incentive Option (for
this purpose a disposition includes a sale, exchange, gift or certain other
transfers of legal title but not a mere pledge) before the end of such two- and
one-year periods (any such disposition being herein referred to as a
"disqualifying disposition"), then the excess, if any, of the aggregate fair
market value of such Shares on the date on which the option was exercised over
the aggregate exercise price of such Shares will be treated as ordinary income
to the optionee in the year of the disqualifying disposition, unless such
disqualifying disposition is a sale or exchange for less than the fair market
value of such Shares on the date of exercise of the option, in which case the
amount that will be so treated as ordinary income will be limited to the excess,
if any, of the aggregate amount realized upon such sale or exchange over the
aggregate exercise price of the shares so sold or exchanged.
In the event that a disqualifying disposition of Shares is a sale or
exchange for more than the fair market value of such Shares on the date of
exercise of the Incentive Option, the excess of the aggregate amount realized
upon such sale or exchange over the aggregate fair market value of such Shares
on the date of exercise will be treated as a capital gain. Such gain will be
treated as long-term capital gain if the Shares have been held for more than one
year at the time of the disqualifying disposition and otherwise will be treated
as short-term capital gain. In the event that a disqualifying disposition is a
sale or exchange for less than the aggregate exercise price of such Shares, no
ordinary income will be realized by the optionee, and the difference between the
aggregate amount realized upon such sale or exchange and such aggregate exercise
price will be treated as a long-term or short-term capital loss, depending upon
whether such shares have or have not been held for more than one year at the
time of such sale or exchange.
The rules described above relating to disqualifying dispositions may not
apply to certain transfers -- for example, transfers by bequest or incident to
divorce.
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Pall will not be entitled to any federal income tax deduction with respect
to the exercise of an Incentive Option, but may be entitled, in the year of a
disqualifying disposition, to a deduction equal to the amount, if any, that the
optionee must treat as ordinary income.
If, with the consent of the Committee, an optionee pays the option exercise
price by delivering shares of Common Stock already owned by such optionee, such
delivery would constitute a non-taxable exchange by the optionee and would not
affect the Incentive Option status of the Shares purchased upon exercise of the
option. However, if the shares delivered in payment had previously been acquired
upon exercise of an Incentive Option and were not subsequently held for the
requisite one- and two-year periods, the delivery of such shares in payment of
the exercise price of an option would constitute a disqualifying disposition of
the shares so delivered. Optionees are especially urged to consult their own tax
advisers before paying the exercise price of an Incentive Option by delivering
shares of Common Stock already owned.
In the event an optionee exercises an Incentive Option more than three
months (one year if the optionee is disabled) after employment with Pall
terminates, the tax treatment with respect to the option is the same as for a
Nonqualified Option (discussed above).
Alternative Minimum Tax
The Internal Revenue Code imposes an alternative minimum tax determined by
applying a special tax rate to the excess, if any, of an individual's
"alternative minimum taxable income" over a specified exemption amount.
Alternative minimum taxable income includes the amount by which the fair market
value of Shares acquired through exercise of an Incentive Option exceeds the
exercise price. In addition, the basis of any Shares so acquired for determining
gain or loss for purposes of the alternative minimum tax will be the Shares'
fair market value at exercise. In the event of a disqualifying disposition of
the Shares in the year the Incentive Option is exercised, the amount includible
as alternative minimum taxable income is limited to the excess of the sales
price over the exercise price.
The Warrants
Pall intends to treat the Warrants for income tax purposes in a manner
consistent with its view that the grant of the Warrants was intended as
compensation for personal services rendered and to be rendered by the Grantee.
Under this approach, the Grantee will have ordinary income at the time the
Warrants are exercised, equal to the difference between (a) the fair market
value of the Shares acquired upon such exercise and (b) the sum of the purchase
price for the Warrants ($2.169 per Warrant, or $56,600 in the aggregate) and the
amount of cash paid upon such exercise. The holding period of Shares acquired
upon the exercise of the Warrants will begin on the day following exercise. The
Grantee is urged to consult his own tax adviser regarding the tax consequences
of the conversion of the Warrants, from warrants to purchase Gelman shares into
warrants to purchase Pall Shares in connection with the Merger, and the exercise
or lapse of the Warrants.
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DESCRIPTION OF COMMON STOCK
The authorized capital stock of Pall consists of 500,000,000 shares of
Common Stock, par value $0.10 per share (the "Common Stock"), of which
127,384,298 shares were issued and outstanding on June 30, 1997. The rights of
the holders of Common Stock are governed by the Business Corporation Law of the
State of New York (the "NYBCL") and Pall's certificate of incorporation and
by-laws.
Holders of Common Stock are entitled to receive dividends when and as
declared by Pall's Board of Directors out of funds legally available therefor.
In the event of the liquidation, dissolution or winding up of Pall, holders of
Common Stock would be entitled to share ratably in all corporate assets
available for distribution to shareholders. The holders of Common Stock are not
subject to further calls or assessments by Pall and have no preemptive,
subscription or conversion rights. The Common Stock is not redeemable.
Voting Rights
The holders of Common Stock are entitled to one vote per share on all
matters submitted to shareholders, and the holders of a majority of the
outstanding shares constitute a quorum at any meeting of shareholders.
Directors of Pall are elected by a plurality of the votes cast at a meeting
of shareholders. The Common Stock does not have cumulative voting rights;
therefore, the holders of a majority of the outstanding shares of Common Stock
can elect all directors of Pall.
In general, shareholder action other than the election of directors must be
authorized by a majority of the votes cast at a meeting of shareholders.
However, the NYBCL provides that certain extraordinary matters, such as a merger
or consolidation in which Pall is a constituent corporation, a sale or other
disposition of all or substantially all of Pall's assets, and the dissolution of
Pall, would require the vote of the holders of two-thirds of all outstanding
shares. Most amendments to Pall's certificate of incorporation require the vote
of the holders of a majority of all outstanding shares.
Classification of the Board
The Pall by-laws provide that the Board of Directors (currently comprised
of twelve persons) shall be divided into three classes of directors serving
staggered three-year terms, such classes being as nearly equal in number as
possible. As a result, one-third of Pall's Board of Directors is elected each
year.
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Fair Price Provisions
Pall's certificate of incorporation contains provisions designed to assure
fair treatment for all shareholders of Pall in certain "Business Combinations"
involving a "Related Party," defined as either the beneficial owner of 20% or
more of the securities entitled to vote in the election of Pall's directors, or
an affiliate of Pall who was the beneficial owner of 20% or more of such
securities at any time within the preceding five years. "Business Combination"
is defined broadly to include (i) any merger or consolidation of Pall or any of
its subsidiaries into or with a Related Person or its affiliates, (ii) any sale
or other disposition of more than 5% in value of the consolidated assets of Pall
and its subsidiaries to a Related Person or its affiliates, or more than 5% of
the assets of a Related Person to Pall or its subsidiaries, (iii) certain
issuances and transfers by Pall or its subsidiaries of their respective
securities to a Related Person, and (iv) any reclassification of securities,
recapitalization, reorganization or similar transaction which has the effect,
directly or indirectly, of increasing the proportionate share of the outstanding
shares of any class of equity security of Pall or its subsidiaries which is
directly or indirectly owned by a Related Person.
Any Business Combination is subject to the prior approval of the holders of
not less than 85% of all outstanding shares of Common Stock unless certain fair
price and procedural requirements are met. Approval by the holders of not less
than 85% of the outstanding shares of Common Stock is also required to amend or
repeal the provisions in Pall's certificate of incorporation relating to
Business Combinations, unless at least 75% of certain "continuing" directors of
Pall shall recommend such amendment or repeal, in which case the approval of
only the holders of a majority of the outstanding shares of Common Stock would
be required under the NYBCL to amend or repeal such provisions.
In addition, under Section 912 of the NYBCL, Pall may not engage in a
"business combination" (the statutory definition of which is similar to that in
Pall's certificate of incorporation) with an "interested shareholder" (the
statutory definition of which is similar to the definition of "Related Party" in
Pall's certificate of incorporation) for a period of five years after the
interested shareholder becomes such, unless the business combination or the
purchase of stock by means of which the interested shareholder becomes such is
approved by Pall's Board of Directors in advance of such stock purchase. After
the five-year period, an interested shareholder may engage in a business
combination with Pall only if (i) the business combination is approved after the
five-year period by the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock not beneficially owned by the interested
shareholder and its affiliates and associates, or (ii) the value of the
aggregate consideration to be paid by the interested shareholder in connection
with the business combination satisfies certain formulas specified in the
statute, and the interested shareholder, after becoming such, has not acquired
any additional shares of Common Stock, except as provided in the statute.
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Common Share Purchase Rights
On November 17, 1989, the Pall Board of Directors, pursuant to a favorable
advisory vote of Pall's shareholders, adopted a Shareholders Rights Plan and
pursuant thereto declared a dividend of one Common Share Purchase Right (a
"Right") for each outstanding share of Common Stock. The dividend 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, 1999, unless the expiration date is extended).
The "Distribution Date" is defined as the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (other than Pall, any subsidiary of Pall, any employee
benefit plan of Pall or of any subsidiary of Pall, or any entity holding Common
Stock for or pursuant to the terms of such plan) has acquired beneficial
ownership of 20% or more of the outstanding shares of Common Stock (such person
or group being defined as the "Acquiring Person"), or (ii) 10 business days (or
later date as may be determined by action of Pall's 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 (other than Pall, any subsidiary of Pall, any employee benefit plan of
Pall or of any subsidiary of Pall, or any entity holding Common Stock for or
pursuant to the terms of such plan) of 20% or more of such outstanding shares of
Common Stock.
Until the Distribution Date, the Rights (i) will not be exercisable, (ii)
will be evidenced by the certificates for the Common Stock registered in the
names of the holders thereof and not by separate Rights certificates, and (iii)
will be transferable with and only with the Common Stock, and one Right will be
associated with each share of Common Stock, subject to adjustments in certain
events. Each Right, when it becomes exercisable, will entitle the registered
holder to purchase from Pall one share of Common Stock at a price of $60, which
price reflects stock splits declared from November 17, 1989, through the date of
this Prospectus, and is subject to further adjustment in certain events (the
"Purchase Price"). As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Rights Certificates") will be
mailed to holders of record of the Common Stock as of the close of business on
the Distribution Date and such separate Right Certificates alone will evidence
the Rights.
In the event that Pall is acquired by any person in a merger or other
business combination transaction, or 50% or more of its consolidated assets or
earning power are sold, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right. In the event that (i)
any person becomes an Acquiring Person, or (ii) during such time as there is an
Acquiring Person, there shall be a reclassification of
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securities or a recapitalization or a reorganization of Pall or other
transaction or series of transactions involving Pall which has the effect of
increasing by more than 1% the proportionate share of the outstanding shares of
any class of equity securities of Pall or any of its subsidiaries beneficially
owned by the Acquiring Person, proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon
exercise that number of shares of Common Stock (or other securities, cash or
property) having a market value of two times the exercise price of the Right.
At any time after any person becomes an Acquiring Person and prior to the
acquisition by a person or group (other than Pall, any employee benefit plan of
Pall or of any subsidiary of Pall, or any entity holding shares of Common Stock
for or pursuant to the terms of such plan) of beneficial ownership of 50% or
more of the outstanding shares Common Stock (other than shares into which
nonvoting securities of Pall beneficially owned by such person or group can be
converted), the Board of Directors of Pall may exchange the Rights (other than
Rights owned by such person or group which will have become void), in whole or
in part, at an exchange ratio of one share of Common Stock per Right (subject to
adjustment).
At any time prior to such time as any person or group becomes an Acquiring
Person, the Board of Directors of Pall may redeem the Rights in whole, but not
in part, at a price of one-third of a cent per Right, which price reflects stock
splits declared from November 17, 1989, through the date of this Prospectus and
is subject to further adjustment in certain events (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of Pall
without the consent of the holders of the Rights, except that from and after
such time as any person becomes an Acquiring Person, no such amendment may
adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of Pall, including, without limitation, the right to
vote or to receive dividends.
LEGAL MATTERS
Certain legal matters with respect to the Shares and Rights offered hereby
were passed upon for the Company by Carter, Ledyard & Milburn, New York, New
York. Heywood Shelley, a member of the firm of Carter, Ledyard & Milburn, is a
director of the Company, owns 3,500 shares of Common Stock and has options
exercisable within 60 days of the date of this Prospectus to purchase 33,333
shares of Common Stock.
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EXPERTS
The consolidated financial statements 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 3, 1996, have
been so incorporated in reliance on the report of KPMG Peat Marwick LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.
15
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EXHIBIT A
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
STOCK OPTION
To Purchase Common Stock of Pall Corporation
Granted in Exchange for Gelman Sciences Inc. Stock Option
---------------------------------------------------------
Granted to:
Date of Grant: February 3, 1997
Number of Shares:
Purchase Price Per Share:
Expiration Date:
Granted in Exchange for Gelman Sciences Inc. Option dated:
ss.1. Subject to the terms and conditions hereof, Pall Corporation (the
"Company") hereby grants you an irrevocable option (the "Option") to purchase
the number of shares of common stock of the Company ("Common Stock") set forth
above at the price per share set forth above. This option is [not] intended to
be an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
ss.2. On the Date of Grant the Option is exercisable for _____ shares and
will become exercisable for the balance of the shares covered hereby in
installments as follows:
Number of shares
Vesting dates becoming vested
------------- ---------------
OR
ss.2. This Option is immediately exercisable.
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ss.3. The Option may not be exercised by you unless all of the following
conditions are met:
(a) Counsel for the Company must be satisfied at the time of exercise
that the issuance of shares upon exercise will be in compliance with the
Securities Act of 1933, as amended, and applicable state laws.
(b) You must give the Company written notice of exercise specifying
the number of shares with respect to which the Option is being exercised
and at the time of exercise pay the full purchase price for the shares
being acquired either (i) in cash (the word "cash" being deemed to include
a check) or (ii) with the consent of the Committee (as defined below), in
Common Stock, or partly in cash and partly in Common Stock, in accordance
with ss.6 hereof. The minimum number of shares with respect to which the
Option may be exercised in part at one time shall be 25.
(c) You must at all times during the period beginning with the Date of
Grant of the Option and ending on the date of such exercise have been
either an employee [or a director] of the Company or of one of its
subsidiary corporations (or of a corporation or a parent or subsidiary of a
corporation assuming this option by reason of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization
or liquidation in a transaction to which Section 424(a) of the Code
applies); provided, however: (i) if your employment [or directorship]
terminates for any reason other than your death, you have the right for a
period of 90 days following such termination, but in no event subsequent to
the expiration date of the Option, to exercise that portion of the Option,
if any, which is exercisable by you on the date of termination of your
employment [or directorship], and (ii) if your employment [or directorship]
terminates by reason of your death, the provisions of ss.4 shall govern.
(d) You (or your estate or any person exercising this option pursuant
to ss.4 hereof) must make payment to the Company by cash or check of such
amount as is sufficient to satisfy the Company's obligation, if any, to
withhold federal, state and local taxes by reason of such exercise or make
such other arrangement satisfactory to the Committee as will enable the
Company to satisfy any such obligation.
(e) The shares covered hereby have been listed (subject only to
official notice of issuance) on any national securities exchange on which
the Common Stock is then listed.
ss.4. The Option is not transferable by you otherwise than by will or the
laws of descent and distribution and is exercisable during your lifetime only by
you. If at the time of your death the Option has not been fully exercised, your
estate or any person who acquires the right to exercise this option by bequest
or inheritance or by reason of your death may, at any time within 180 days after
the date of your death (but in no event after the expiration date), exercise
this option with respect to the number of shares as to which you could have
exercised this option at
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the time of your death. It shall be a condition to the exercise of this option
after your death that the Company shall have been furnished evidence
satisfactory to it of the right of the person exercising this option to do so
and that all estate, transfer, inheritance or death taxes payable with respect
to the Option or the shares to which it relates have been paid or otherwise
provided for to the satisfaction of the Company.
ss.5. If the Company effects any stock split, stock dividend, combination,
exchange of shares or similar capital adjustments, occurring after the Date of
Grant of this option and prior to its exercise in full, the number and kind of
shares for which this option may thereafter be exercised and the option price
per share shall be proportionately and appropriately adjusted so as to reflect
such change, all as determined by the Committee. In the event of any transaction
to which ss.424(a) of the Code applies (i.e., a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or liquidation
involving the Company or a parent or subsidiary of the Company), the Company
shall have the right to substitute or cause to be substituted for the Option a
new option, or to cause the Option to be assumed, provided such substitution or
assumption meets the requirements of said ss.424(a).
ss.6. With the consent of the Committee (as defined in ss.7 hereof), you
may make payment at the time of exercise by delivering to the Company shares of
Common Stock of the Company having a total fair market value equal to the option
exercise price, or a combination of cash and such shares having a total fair
market value equal to the option exercise price, provided, however, that all
shares so delivered must have been beneficially owned by you for at least six
months prior to the option exercise date and, upon request, the Company shall be
given satisfactory proof of such beneficial ownership. For the purposes of the
preceding sentence, the fair market value of a share of Common Stock shall be
the mean between the high and low sale prices of the Common Stock on the trading
day preceding the option exercise date as such prices are reported by and for
the New York Stock Exchange Composite Transactions. Certificates representing
shares delivered to the Company pursuant to this paragraph shall be duly
endorsed or accompanied by the appropriate stock powers, in either case with the
signature guaranteed if so required by the Company.
ss.7. The Option shall be administered by the Compensation Committee of the
Company as from time to time constituted (the "Committee"). The Committee shall
be authorized to interpret the Option and to make all other decisions necessary
or advisable for the administration thereof. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Option in
the manner and to the extent the Committee deems desirable to carry it into
effect. Any decision of the Committee in the administration of the Option, as
described herein, shall be final and conclusive. The Committee may act only by a
majority of its members in office, except that the members thereof may authorize
any one or more of their number or any officer of the Company to execute and
deliver documents on behalf of the Committee. No member of the Committee shall
be liable for anything done or omitted to be done by him or by any other member
of the Committee in connection with the Option, except for his own willful
misconduct or as expressly provided by statute.
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ss.8. Nothing in the Option shall confer any rights on any officer or other
employee to continue in the employ of the Company or any of its subsidiary
corporations or shall interfere in any way with the right of the Company or any
of its subsidiary corporations, as the case may be, to terminate his or her
employment at any time.
ss.9. The words "employee", "subsidiary corporation" and any other words or
terms used in the Option which are defined or used in Section 422 or 424 of the
Code shall, unless the context clearly requires otherwise, have the meanings
assigned to them therein, even though the Option is not an incentive stock
option.
PALL CORPORATION
By_________________
Secretary
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses of the issuance and distribution of the securities which are
the subject of the prospectus in this Post-Effective Amendment are estimated as
follows:
Registration fee.................................................. $ 2,665*
Legal fees and expenses........................................... 15,000
Accountants' fees and expenses.................................... 3,500
Miscellaneous..................................................... 335
------
Total.................................................... $21,500
======
- ----------
* Consists only of that portion of the registration fee attributable to the
360,187 shares of the Registrant's Common Stock covered by the prospectus
in this Post-Effective Amendment.
Item 15. Indemnification of Directors and Officers.
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 financial profit or other advantage to
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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
indemnification 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 corporation, including any corporation
which acquires all or substantially 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 indemnification and expenses to which any
such person may otherwise be entitled by law, contract or otherwise."
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<PAGE>
Section 721 of the New York Business Corporation Law (the "B.C.L.")
provides that no indemnification may be made to or on behalf of any director or
officer of the Registrant if "a judgment or other final adjudication adverse to
the director or officer 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 financial
profit or other advantage to which he was not legally entitled." Section 7.02 of
the Registrant's By-Laws includes the foregoing statutory language.
The rights granted under Section 7.02 of the By-Laws are in addition to,
and are not exclusive of, any other rights to indemnification and expenses to
which any director or officer may otherwise be entitled. Under the B.C.L., a New
York corporation may indemnify any director or officer who is made or threatened
to be made a party to an action by or in the right of such corporation against
"amounts paid in settlement and reasonable expenses, including attorneys' fees,"
actually and necessarily incurred by him in connection with the defense or
settlement of such action, or in connection with an appeal therein, if such
director or officer acted, in good faith, for a purpose which he reasonably
believed to be in the best interests of the corporation, except that no
indemnification shall be made in respect of (1) a threatened action, or a
pending action which is settled or otherwise disposed of, or (2) any claim,
issue or matter as to which such director or officer shall have been adjudged
liable to the corporation, unless and only to the extent that a court determines
that the director or officer is fairly and reasonably entitled to indemnity
(B.C.L. Section 722(c)). A corporation may also indemnify directors and officers
who are parties to other actions or proceedings (including actions or
proceedings by or in the right of any other corporation or other enterprise
which the director or officer served at the request of the corporation) against
"judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees," actually or necessarily incurred as a result of such actions
or proceedings, or any appeal therein, provided the director or officer acted,
in good faith, for a purpose which he reasonably believed to be in the best
interests of the corporation (or in the case of service to another corporation
or other enterprise at the request of such corporation, not opposed to the best
interests of such corporation) and, in criminal cases, that he also had no
reasonable cause to believe that his conduct was unlawful (B.C.L. Section
722(a)). Any indemnification under Section 722 may be made only if authorized in
the specific case by disinterested directors, or by the board of directors upon
the opinion in writing of independent legal counsel that indemnification is
proper, or by the shareholders (B.C.L. Section 723(b)), but even without such
authorization, a court may order indemnification in certain circumstances
(B.C.L. Section 724). Further, any director or officer who is "successful, on
the merits or otherwise," in the defense of an action or proceeding is entitled
to indemnification as a matter of right (B.C.L. Section 723(a)).
A New York corporation may generally purchase insurance, consistent with
the limitations of New York insurance law and regulatory supervision, to
indemnify the corporation for any obligation which it incurs as a result of the
indemnification of directors and officers under the provisions of the B.C.L., so
long as no final adjudication has established that the directors' or officers'
acts of active and deliberate dishonesty were material to the cause of action so
adjudicated
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or that the directors or officers personally gained in fact a financial profit
or other advantage (B.C.L. Section 726).
The Registrant has policies insuring its officers and directors against
certain civil liabilities, including liabilities under the Securities Act of
1933 (the "Securities Act").
Item 16. Exhibits
The index to exhibits appears immediately following the signature pages of
this Amendment.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes as follows:
(1) 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;
(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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement (Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the change in
volume represents no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.); and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in this Registration
Statement; and
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in this Registration
Statement.
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(2) For the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) 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.
(4) For purposes of determining any liability under the Securities Act,
each filing of the Company'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.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 15, 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
Securities 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 Securities
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-3 and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Village of East Hills, State of New York, on the 2nd day of July, 1997.
PALL CORPORATION
By: /s/ Jeremy Hayward-Surry
------------------------
Jeremy Hayward-Surry
President, Treasurer and
Chief Financial Officer
------
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed on July 2, 1997, by the following persons in the capacities
indicated.
Signature Title
--------- -----
/s/ Eric Krasnoff
- ---------------- Chairman and Chief Executive Officer
Eric Krasnoff (Principal Executive Officer) and Director
/s/ Jeremy Hayward-Surry
- ------------------------ President, Treasurer and Chief Financial
Jeremy Hayward-Surry Officer (Principal Financial Officer)
and Director
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Signature Title
--------- -----
/s/ Viraj Patel
- --------------- Chief Corporate Accountant
Viraj Patel (Principal Accounting Officer)
*
- ------------------ Director
Abraham Appel
*
- ---------------------- Director
Ulric Haynes, Jr.
*
- ------------------------- Director
Edwin W. Martin, Jr.
*
- ------------------- Director
David B. Pall
*By: /s/ Jeremy Hayward-Surry
------------------------
Jeremy Hayward-Surry
Attorney-in-Fact
II-7
<PAGE>
Signature Title
--------- -----
*
- ------------------------- Director
Katharine L. Plourde
*
- ---------------------------- Director
Chesterfield F. Seibert
*
- -------------------- Director
Heywood Shelley
*
- ------------------- Director
Alan B. Slifka
- -------------------- Director
James D. Watson
*
- ------------------------ Director
Derek T.D. Williams
*By: /s/ Jeremy Hayward-Surry
------------------------
Jeremy Hayward-Surry
Attorney-in-Fact
II-8
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
*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
4(b) Warrant Agreement dated June 6, 1995 between Gelman Sciences Inc.
and David H. Fink, and letter dated February 18, 1997, from the
Registrant to David H. Fink
**5 Opinion of Carter, Ledyard & Milburn re legality of securities
8 Opinion of Carter, Ledyard & Milburn re tax matters
23(a) Consent of Carter, Ledyard & Milburn (included in Exhibit 8)
23(b) Consent of KPMG Peat Marwick LLP
**24 Powers of Attorney
- ---------------
* Incorporated herein by reference.
** Previously filed as an exhibit to this Registration Statement.
II-9
E X H I B I T 4(b)
-------------
<PAGE>
GELMAN SCIENCES
WARRANT AGREEMENT
-----------------
Gelman Sciences Inc. ("Corporation") hereby grants to David H. Fink
("Grantee") the right to purchase 20,000 stock warrants ("Warrants") of Common
Stock, $0.10 par value of the Corporation (the "Shares") at $2.83 per warrant
upon the terms and conditions contained in this Agreement.
1. Each Warrant can be converted into one share of Common Stock upon payment
of the exercise price of $22.65.
2. The Warrants will vest in accordance with the following schedule:
January 1, 1996 7,000
January 1, 1997 7,000
January 1, 1998 6,000
3. The Warrants will expire (to the extent not previously exercised) on the
earlier of the fifth anniversary of the date of this Agreement or the date
determined in accordance with Paragraph 5.
4. The Warrants (to the extent then exercisable) may be assigned by Grantee,
in whole or in part, at any time prior to the Expiration Date (defined
above), only to Daniel S. Cooper, Mark J. Zausmer, Trudy E. Fink, any of
Grantee's minor children, and Mr. and Mrs. Samuel R. Fink, or any of them
(each, a "Permitted Assignee"). Each assignment to a Permitted Assignee is
conditioned on that Permitted Assignee agreeing in writing to abide by the
terms of this Agreement as if he or she were a party hereto. If assigned,
the Warrants (to the extent then exercisable) shall be exercisable, prior
to the Expiration Date, only by a Permitted Assignee or any person taking
from a Permitted Assignee by will or by the laws of descent and
distribution.
5. The Warrants, to the extent they are exercisable on the date of Grantee's
death, may be exercised for a period of 180 days following Grantee's death,
but in no event subsequent to the expiration date of the Warrants, by a
Permitted Assignee or Grantee's legal representative or by the person or
persons to whom Grantee's rights shall pass by will or by the laws of
descent and distribution. Grantee's legal representative or the person or
persons to whom Grantee's right shall pass by will or by the laws of
descent and distribution may not assign the Warrants without the prior
written consent of the Corporation.
<PAGE>
6. The Warrants shall be exercised by giving a written notice to the Secretary
of the Corporation. Such notice shall specify the number of Shares to be
purchased, the name in which Grantee desires to have the shares issued,
Grantee's address and Grantee's social security number and shall be
accompanied by payment in full in cash of the aggregate exercise price for
the number of Shares purchased and by the representation required by
Paragraph 10 of this Agreement if the Shares to be issued upon exercise of
the Warrants have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"). Such exercise shall be effective only upon
the actual receipt of such written notice and no rights or privileges of a
shareholder of the Corporation in respect of any of the Shares issuable
upon exercise of any part of the Warrants shall inure to Grantee or any
other person who is entitled to exercise the Warrants unless and until
certificates representing such Shares shall have been issued.
7. Nothing contained in this Agreement, nor any action taken by the
Corporation, shall confer upon Grantee any right with respect to
continuation of Grantee's service as legal counsel for the Corporation.
8. If, upon or as a result of Grantee's exercise of the Warrants, there shall
be payable by the Corporation any amount for income tax withholding,
Grantee will pay such amount to the Corporation to reimburse the
Corporation for such income tax withholding.
9. In purchasing the Warrants granted hereby, Grantee represents as follows:
a) Grantee has carefully reviewed and understand this Agreement and have
been given an opportunity to make further inquires of any personnel of
the Corporation concerning the continuing and proposed operations of
the Corporation; and
b) Grantee has such knowledge and experience in financial matters that
Grantee is capable of evaluating the merits and risks of any
investment in the Warrants and the Shares, and Grantee is able to bear
the economic risk of any investment in the Corporation, even if such
investment should ultimately be determined to be worthless.
10. Grantee is purchasing the Warrants solely for Grantee's own account for
investment and not as a nominee or agent for the benefit of any other
person. Grantee has no present intention to distribute or otherwise resell
the Warrants or the Shares obtained upon exercise of the Warrants, except
as permitted by this Agreement. Grantee understands that neither the
Warrants nor the Shares have been registered under the Securities Act of
1933 (the "Act") or under the laws of any state or other jurisdiction and
that the Company is under no obligation to register the Shares. Without
registration, the Shares may be sold within the United States only in a
private offering or pursuant to Rule 144 (including applicable holding
periods) or another applicable exemption from registration. Grantee
understands that, if then applicable, any certificate evidencing Grantee's
ownership of Shares will be stamped with
2
<PAGE>
(i) a legend stating that the Shares have not been registered under the Act
or under the securities laws of any state and setting forth or referring to
the restrictions on transferability and sale of the Shares and (ii) any
legend required under the securities laws of any applicable state. Grantee
further understands that stop-order instructions prohibiting transfer of
the Shares may be issued by the Company as a means of preventing the sale
or transfer of the Shares not in accordance with applicable law.
11. In the event that the outstanding shares of Common Stock of the Corporation
shall be increased by a stock dividend or changed into or exchanged for a
different number or kind of shares of stock or other securities of the
Corporation or of another corporation, whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares or otherwise, the number, price and kind of Shares subject to the
Warrants shall be appropriately adjusted.
12. The Shares issued upon exercise of the Warrants may consist in whole or in
part of shares of the authorized and unissued or reacquired Common Stock of
the Corporation.
13. The Company shall register the Shares under the Securities Act of 1933.
Sincerely yours,
By:/s/Charles Gelman
-----------------
Charles Gelman
Chairman of the Board and
Chief Executive Officer
The above is agreed to and accepted:
/s/David H. Fink
- ----------------
David H. Fink
Date: June 6, 1995
3
<PAGE>
Pall Corporation
25 Harbor Park Drive-Port Washington, NY 11050-USA
Phone 516-484-3600 - FAX 516-484-3651
February 18, 1997
Gelman Sciences
600 South Wagner Road
Ann Arbor, MI 48103
Attention: David H. Fink
Dear Mr. Fink:
We refer to the Warrant dated June 6, 1995 granted to you by Gelman Sciences,
Inc. ("Gelman") covering 20,000 shares of Gelman Stock at an exercise price of
$22.65 per share. Please be advised that, as a result of the merger of Gelman
with a subsidiary of Pall Corporation ("Pall") at an exchange ratio of 1.3047
shares of Pall Common Stock for each share of Gelman Common Stock, your Warrant
is now exercisable (when fully vested) for 26,094 shares of Pall Common Stock at
an exercise price of $17.3603 per share.
Your Warrant is now vested as to 18,266 Pall shares, will vest as to the
remaining 7,828 Pall shares on January 1, 1998 and will expire on June 6, 2000.
If you have any questions as to the exercise procedure, you may contact me at
516-484-3600, X6238.
Sincerely,
Viraj J. Patel
Group Controller
VJP:lm
E X H I B I T 8
-------------
<PAGE>
CARTER, LEDYARD & MILBURN
Counsellors at Law
2 Wall Street
New York, New York 10005
----------
(212) 732-3200
Fax (212) 732-3232
July 2, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pall Corporation
Post-Effective Amendment No. 1 on Form S-3
to Registration Statement on Form S-4
Registration No. 333-17417
-------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Pall Corporation, a New York corporation (the
"Company"), in connection with the preparation and filing of this Post-Effective
Amendment No. 1 on Form S-3 (the "Amendment") to the abovereferenced
Registration Statement on Form S-4 under the Securities Act of 1933, as amended
(the "Securities Act"). The prospectus constituting Part I of the Amendment (the
"Prospectus") relates to the issuance of up to 360,187 shares (the "Shares") of
the Company's common stock, par value $.10 per share, upon the exercise of
certain options (the "Options") and warrants (the "Warrants").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of all such agreements, certificates and other statements of
corporate officers and other representatives of the Company and other documents
as we have deemed necessary as a basis for this opinion. In such examination we
have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity with the originals of
all documents submitted to us as copies. We have, when relevant facts material
to our opinion were not independently established by us, relied to the extent we
deemed such reliance proper upon written or oral statements of officers and
other representatives of the Company.
<PAGE>
Securities and Exchange Commission -2-
Based on and subject to the foregoing, we are of the opinion that the
section entitled "Federal Income Tax Consequences" in the Prospectus contains an
accurate general description, under currently applicable law, of the principal
United States federal income tax considerations relating to the Options and the
Warrants.
We consent to the filing of this opinion as an exhibit to the Amendment and
to the references to our firm under the captions "Federal Income Tax
Consequences" and "Legal Matters" in the Prospectus. In giving this consent, we
do not acknowledge that we come within the category of persons whose consent is
required by the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/Carter, Ledyard & Milburn
Carter, Ledyard & Milburn
HB:lrh
E X H I B I T 23(b)
-------------
3
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Pall Corporation:
We consent to the incorporation by reference, in this Post-Effective Amendment
on Form S-3 to the Registration Statement on Form S-4 of Pall Corporation
(Registration No. 333-17417), of our reports dated September 3, 1996, relating
to the consolidated balance sheets of Pall Corporation and its subsidiaries as
of August 3, 1996, and July 29, 1995, and the related consolidated statements of
earnings, stockholders' equity and cash flows for the years ended August 3,
1996, July 29, 1995, and July 30, 1994, and related schedule, which reports are
incorporated by reference or appear in the Annual Report on Form 10-K of Pall
Corporation for the fiscal year ended August 3, 1996.
Such reports refer to the adoption by the Company of Financial Accounting
Standards Board's Statement No. 112, "Employers' Accounting for Postemployment
Benefits" in fiscal 1995.
We also consent to the reference to our firm under the heading "Experts" in the
prospectus included in this Post-Effective Amendment.
/s/KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Jericho, New York
July 2, 1997
