Commission File No. 1-4311
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PALL CORPORATION
----------------
(Exact name of registrant as specified in its charter)
New York 11-1541330
-------- ----------
(State of incorporation or organization) (IRS Employer
Identification No.)
2200 Northern Boulevard
East Hills, New York 11548
-------------------- -----
(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class registered each class is registered
------------------------------ ------------------------
Common Share Purchase Rights New York Stock Exchange
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form
relates: Not applicable
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
This Form 8-A/A is being filed by Pall Corporation, a New York corporation
(the "Registrant"), with respect to its Common Share Purchase Rights and amends
and supplements the Registrant's Registration Statement on Form 8-A dated
September 10, 1992, with respect to such Rights (the "Form 8-A").
Item 1. Description of Registrant's Securities to be Registered.
Item 1 of the Form 8-A is hereby amended and restated to read in its
entirety as follows:
At the Annual Meeting of the Shareholders of Pall Corporation (the
"Registrant") held on November 17, 1989, a proposal was adopted by majority vote
advising the Board to adopt a Shareholder Rights Plan. At a meeting of the Board
of Directors held following said Annual Meeting, the Board adopted a Rights
Agreement dated as of November 17, 1989, between the Registrant and United
States Trust Company of New York, as Rights Agent (the "Prior Rights
Agreement"), and pursuant thereto declared a dividend of one Common Share
Purchase Right (a "Right") for each outstanding share of the Registrant's Common
Stock, par value $.25 per share (the "Common Stock").* The dividend distribution
was made to the holders of record of Common Stock outstanding on December 1,
1989, and the Registrant has continued and is continuing to issue Rights with
all shares of Common Stock issued after December 1, 1989, 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.
On April 20, 1999, the Board of Directors of the Registrant adopted
amendments to the Prior Rights Agreement, which amendments are set forth in
Amendment No. 1, dated as of April 20, 1999, to the Prior Rights Agreement (the
"Amendment"). The only substantive amendments to the Prior Rights Agreement
effected by the Amendment were (i) the extension of the expiration date of the
Rights from December 1, 1999, to December 1, 2009, and (ii) the increase of the
purchase price of a share of Common Stock upon exercise of a Right from $60 to
$80. A copy of the Amendment is attached as an exhibit to this Form 8-A/A. The
following summary of the material terms of the Rights is qualified in its
entirety by reference to the Prior Rights Agreement, a copy of which was
previously filed as an exhibit to the Form 8-A, and by reference to the
Amendment, which is being filed as an exhibit to this Form 8-A/A.
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 the Registrant, any subsidiary of the Registrant,
any employee benefit plan of the Registrant or of any subsidiary of the
Registrant, 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
Common Stock (such person or group being defined as an "Acquiring Person"), or
(ii) 10 business days (or such later date as may
- --------
*In November 1993, the par value of the Common Stock was reduced from $.25
per share to $.10 per share.
2
<PAGE>
be determined by action of the Registrant'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 the Registrant, any subsidiary of the Registrant, any employee
benefit plan of the Registrant or of any subsidiary of the Registrant, or any
entity holding Common Stock for or pursuant to the terms of such plan) of 20% or
more of such outstanding 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 Right 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 adjustment in certain
events. Each Right, when it becomes exercisable, will entitle the registered
holder to purchase from the Registrant one share of Common Stock at a price of
$80, which price is subject to adjustment in certain events as described below
(the "Purchase Price"). As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right 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.
The Purchase Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock, (ii) upon the grant to holders of the Common Stock of certain rights,
options or warrants to subscribe for or purchase Common Stock at a price, or of
securities convertible into Common Stock with a conversion price, less than the
then current market price of the Common Stock or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained earnings or
dividends payable in Common Stock) or of subscription rights or warrants (other
than those referred to above).
The number of outstanding Rights and the number of shares of Common Stock
issuable upon exercise of each Right are also subject to adjustment in the event
of a stock split of the Common Stock or a stock dividend on the Common Stock
payable in Common Stock, or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the Distribution Date.
In the event that the Registrant 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, each holder of a Right will thereafter have
the right to receive, upon the exercise of the Right at the then current
Purchase Price of the Right, that number of shares of the most powerful voting
capital stock of the acquiring company which at the time of such business
combination or sale had a market value of two times the Purchase Price. 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 securities
or a recapitalization or a reorganization of the Registrant or other transaction
or series of transactions
3
<PAGE>
involving the Registrant which has the effect of increasing by more than 1% the
proportionate share of the outstanding shares of any class of equity securities
of the Registrant or any of its subsidiaries beneficially owned by the Acquiring
Person, each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which Rights 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) which at the time of such event had a market
value of two times the Purchase 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 the Registrant, any employee
benefit plan of the Registrant or of any subsidiary of the Registrant, or any
entity holding Common Stock for or pursuant to the terms of such plan) of
beneficial ownership of 50% or more of the outstanding Common Stock (other than
Common Stock into which nonvoting securities of the Registrant beneficially
owned by such person or group can be converted), the Board of Directors of the
Registrant may exchange the Rights (other than Rights beneficially owned by an
Acquiring Person, which Rights will thereafter be void), in whole or in part, at
an exchange ratio of one share of Common Stock per Right (subject to adjustment
in certain events).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Common Stock will be issued and in
lieu thereof, an adjustment in cash will be made based on the market price of
the Common Stock on the last trading day prior to the date of exercise.
At any time prior to such time as any person or group becomes an Acquiring
Person, the Board of Directors of the Registrant may redeem the Rights in whole,
but not in part, at a price of one-third of a cent per Right, which price has
been adjusted to reflect stock splits declared since the date of the Prior
Rights Agreement, 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 the
Registrant 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 the Registrant, including, without limitation, the
right to vote or to receive dividends.
4
<PAGE>
Item 2. Exhibits.
Item 2 of the Form 8-A is hereby amended by adding the following additional
exhibit:
III. Amendment No. 1, dated as of April 20, 1999, to the Rights Agreement
dated as of November 17, 1989, between the Registrant and United
States Trust Company of New York, as Rights Agent.
5
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement amendment to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 20, 1999 PALL CORPORATION
By: /s/Mary Ann S. Bartlett
-----------------------
Mary Ann S. Bartlett
Secretary and Assistant
General Counsel
6
<PAGE>
EXHIBIT INDEX
Exhibit Description
III. Amendment No. 1, dated as of April 20, 1999, to the Rights Agreement
dated as of November 17, 1989, between the Registrant and United
States Trust Company of New York, as Rights Agent.
7
<PAGE>
EXHIBIT III
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT No. 1 dated as of April 20, 1999, to the Rights Agreement dated
as of November 17, 1989, (the "Rights Agreement"), between Pall Corporation, a
New York corporation (the "Company"), and United States Trust Company of New
York (the "Rights Agent"). All terms which are capitalized but not defined
herein shall have the same meanings as in the Rights Agreement.
WHEREAS, the Company and the Rights Agent are parties to the Rights
Agreement specifying the terms of the Rights; and
WHEREAS, the Company's Board of Directors has deemed it appropriate to
amend the Rights Agreement to (i) change the Final Expiration Date from December
1, 1999, to December 1, 2009, (ii) change the Purchase Price from $60 to $80,
and (iii) make certain non-substantive updating changes;
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth in the Rights Agreement and this Amendment, and pursuant to Section 27 of
the Rights Agreement, the Company and the Rights Agent agree as follows:
1. The first sentence of Section 1(f) of the Rights Agreement is hereby
amended and restated to read in its entirety as follows:
"(f) 'Common Shares' when used with reference to the Company shall
mean the shares of Common Stock, par value $.10 per share, of the Company."
2. The first sentence (including the legend) of Section 3(c) of the Rights
Agreement is hereby amended and restated to read in its entirety as follows:
"(c) Certificates for Common Shares which become outstanding
(including, without limitation, reacquired Common Shares referred to in the
last sentence of this paragraph (c)) prior to the earliest of the
Distribution Date, the Redemption Date or the Final Expiration Date shall
have impressed on, printed on, written on or otherwise affixed to them the
following legend:
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement between Pall
Corporation and United States Trust Company of New York, dated as of
November 17, 1989, and amended as of April 20, 1999 (the "Rights
Agreement"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at
<PAGE>
the principal executive offices of Pall Corporation. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will
be evidenced by separate certificates and will no longer be evidenced
by this certificate. Pall Corporation will mail to the holder of this
certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor. As described in the Rights
Agreement, Rights issued to any Person who becomes an Acquiring Person
(as defined in the Rights Agreement) shall become null and void."
3. Clause (i) of Section 7(a) of the Rights Agreement is hereby amended by
changing the Final Expiration Date from the close of business on December 1,
1999, to the close of business on December 1, 2009.
4. Section 7(b) of the Rights Agreement is hereby amended and restated to
read in its entirety as follows:
"(b) Effective April 20, 1999, the Purchase Price for each Common
Share pursuant to the exercise of a right shall be $80, shall be subject to
adjustment from time to time thereafter as provided in Sections 11 and 13
hereof and shall be payable in lawful money of the United States of America
in accordance with paragraph (c) below."
5. The first sentence of Section 26 of the Rights Agreement is hereby
amended and restated to read in its entirety as follows:
"Notices or demands authorized by this Rights Agreement to be given or
made by the Rights Agent or by the holder of any Right Certificate to or on
the Company shall be sufficiently given or made if sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing
with the Rights Agent) as follows:
Pall Corporation
2200 Northern Boulevard
East Hills, New York 11548
Attention: Corporate Secretary"
6. The form of Right Certificate attached as Exhibit A to the Rights
Agreement is hereby amended and restated to read in its entirety as set forth in
Exhibit A to this Amendment No. 1.
7. Exhibit B to the Rights Agreement is hereby amended to conform in all
respects to the foregoing amendments.
2
<PAGE>
8. The foregoing amendments shall be effective as of the date of this
Amendment No. 1, and, except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
9. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment No. 1 to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
PALL CORPORATION
(Corporate Seal)
By:/s/Eric Krasnoff
----------------
Eric Krasnoff
Chairman and Chief
Attest: Executive Officer
/s/Mary Ann Bartlett
- --------------------
Mary Ann Bartlett
Secretary
UNITED STATES TRUST COMPANY
(Corporate Seal) OF NEW YORK
By:/s/John Guiliano
----------------
John Guiliano
Attest: Vice President
/s/Jason G. Gregory
- -------------------
Print Name: Jason G. Gregory
Title: Assistant Secretary
3
<PAGE>
Exhibit A
Form of Right Certificate
Certificate No. R- _________ Rights
NOT EXERCISABLE AFTER DECEMBER 1, 2009 OR EARLIER IF REDEMPTION OR
EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT ONE CENT
PER RIGHT (AS ADJUSTED PURSUANT TO SECTION 11 OF THE RIGHTS
AGREEMENT) AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT.
Right Certificate
PALL CORPORATION
This certifies that _________________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement dated as of November 17, 1989, and amended as of April 20, 1999 (the
"Rights Agreement"), between Pall Corporation, a New York corporation (the
"Company"), and United States Trust Company of New York, a New York corporation
(the "Rights Agent"), to purchase from the Company at any time after the
Distribution Date (as such term is defined in the Rights Agreement) and prior to
5:00 P.M., New York City time, on December 1, 2009, at the principal office of
the Rights Agent, or at the office of its successor as Rights Agent, one fully
paid nonassessable share of Common Stock, par value $.10 per share, of the
Company (a "Common Share") at a purchase price of $80 per Common Share (the
"Purchase Price"), upon presentation and surrender of this Right Certificate
with the Form of Election to Purchase duly executed. The number of Rights
evidenced by this Right Certificate (and the number of Common Shares which may
be purchased upon exercise hereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of April 20, 1999, based on
the Common Shares as constituted at such date. As provided in the Rights
Agreement, the Purchase Price and the number of Common Shares which may be
purchased upon the exercise of the Rights evidenced by this Right Certificate
are subject to modification and adjustment upon the happening of certain events.
This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates. Copies of
the Rights Agreement are on file at the principal executive offices of the
Company and the above-mentioned offices of the Rights Agent.
A-1
<PAGE>
This Right Certificate, with or without other Right Certificates, upon
surrender at the principal office of the Rights Agent, may be exchanged for
another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
Common Shares as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to purchase. If this
Right Certificate shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or Right Certificates
for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Right Certificate (i) may be redeemed by the Company at a redemption price
of one cent per Right (as adjusted pursuant to Section 11 of the Rights
Agreement) or (ii) may be exchanged in whole or in part for Common Shares.
No fractional Common Shares will be issued upon the exercise of any Right
or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.
No holder of this Right Certificate shall be entitled to vote or receive
dividends or be deemed for any purpose the holder of the Common Shares or of any
other securities of the Company which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting shareholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Agreement.
This Right Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the Company and
its corporate seal.
Dated as of ____________, _____,
ATTEST: PALL CORPORATION
___________________________________ By:________________________
Countersigned:
UNITED STATES TRUST COMPANY
OF NEW YORK
By:__________________________________
Authorized Signature
A-2
<PAGE>
Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT
------------------
(To be executed by the registered holder if such holder desires to transfer
the Right Certificate.)
FOR VALUE RECEIVED, _________________________________________________
hereby sells, assigns and transfers unto ______________________________________
- -----------------------------------------------------------------------------
(Please print name and address of transferee)
- -----------------------------------------------------------------------------
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint _____________________ Attorney,
to transfer the within Right Certificate on the books of the within-named
Company, with full power of substitution.
Dated: _____________________, ____.
-------------------------------------
Signature
Signature Guaranteed:
Signatures must be guaranteed by a participant in the Security Transfer
Agents Medallion Program or the Stock Exchange Medallion Program (generally, a
member firm of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States).
- --------------------------------------------------------------------------------
The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).
------------------------------------
Signature
- --------------------------------------------------------------------------------
A-3
<PAGE>
Form of Reverse Side of Right Certificate -- continued
FORM OF ELECTION TO PURCHASE
----------------------------
(To be executed if holder desires to
exercise the Right Certificate.)
To: PALL CORPORATION
The undersigned hereby irrevocably elects to exercise ____________ Rights
represented by this Right Certificate to purchase the Common Shares issuable
upon the exercise of such Rights and requests that certificates for such Common
Shares be issued in the name of:
Please insert social security
or other identifying number
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:
Please insert social security
or other identifying number
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
Dated: ________________, ____
_______________________________
Signature
Signature Guaranteed:
Signatures must be guaranteed by a participant in the Security Transfer
Agents Medallion Program or the Stock Exchange Medallion Program (generally, a
member firm of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States).
A-4
<PAGE>
Form of Reverse Side of Right Certificate -- continued
- --------------------------------------------------------------------------------
The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).
____________________________________
Signature
- --------------------------------------------------------------------------------
NOTICE
The signature in the foregoing Forms of Assignment and Election must
conform to the name as written upon the face of this Right Certificate in every
particular, without alteration or enlargement or any change whatsoever.
In the event the certification set forth above in the Form of Assignment or
the Form of Election to Purchase, as the case may be, is not completed, the
Company and the Rights Agent will deem the beneficial owner of the Rights
evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) and such Assignment or
Election to Purchase will not be honored.
A-5
