Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
P A L L C O R P O R A T I O N
(Exact name of registrant as specified in its charter)
New York 11-1541330
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2200 Northern Boulevard
East Hills, New York 11548
(Address of Principal Executive Offices)
PALL CORPORATION
1998 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
Mary Ann Bartlett, Secretary
Pall Corporation
2200 Northern Boulevard
East Hills, New York 11548
(Name and address of agent for service)
(516) 484-5400
(Telephone number, including area code, of agent for service)
____________
Copy to:
CARTER, LEDYARD & MILBURN
2 Wall Street
New York, New York 10005-2072
Attention: Heywood Shelley, Esq.
____________
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Proposed Amount of
Title of securities Amount to be maximum offering maximum aggregate registration
to be registered registered price per share offering price fee
________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 4,000,000 shs. $20.21875 (1) $80,875,000(1) $21,351.00
Common Share
Purchase Rights 4,000,000 rights -- (2) -- (2) None
________________________________________________________________________________________________________________________
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(1) Calculated pursuant to Rule 457(h) upon the basis of the average of the
high and low prices ($20.625 and $19.8125) of a share of the Common Stock
as reported for New York Stock Exchange composite transactions on November
29, 2000. No options are currently outstanding under the Plan with respect
to the 4,000,000 shares and 4,000,000 rights covered by this Registration
Statement.
(2) Included in the offering price of the Common Stock being registered hereby.
Until the Distribution Date, as defined in the Rights Agreement providing
for the Common Share Purchase Rights, such Rights will be transferable only
with the Common Stock and will be evidenced by the certificates evidencing
the Common Stock.
This Registration Statement shall become effective immediately upon filing
as provided in Rule 462(a) under the Securities Act of 1933.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is incorporating by reference into this Registration
Statement the following documents filed by it with the Commission (Commission
File No. 1-4311):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended July 29, 2000; and
(b) The descriptions of the Common Stock and the Common Share Purchase
Rights of the Registrant contained in the Amendments No. 1, both dated
April 20, 1999, to the Registrant's Registration Statements on Form 8-A,
both dated September 10, 1992, for the registration of the Common Stock and
the Common Share Purchase Rights pursuant to Section 12(b) of the
Securities Exchange Act of 1934 (the "Exchange Act"), and any updates of
such descriptions contained in any registration statement, report or
amendment thereto of the Registrant hereafter filed under the Exchange Act.
In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold, or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in and made a part of this Registration Statement from the date of
filing of such documents.
Item 4. Description of Securities.
Not required. The Common Stock and Common Share Purchase Rights are
registered under Section 12(b) of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Carter, Ledyard & Milburn, counsel for the Registrant, has given the
opinion being filed as Exhibit 5 to this Registration Statement as to the
legality of the securities being registered hereby. Heywood Shelley, counsel to
Carter, Ledyard & Milburn, is a director of the Registrant and the owner of
11,000 shares of the Registrant's Common Stock. In addition, Mr. Shelley holds
options granted by the Registrant to purchase an additional 10,000 shares of
Common Stock under the Registrant's Stock Option Plan for Non-Employee
Directors.
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Item 6. Indemnification of Directors and Officers.
Reference is made to Sections 721 through 725 of the Business Corporation
Law of the State of New York, the registrant's jurisdiction of incorporation,
which provides for indemnification of directors and officers under certain
circumstances.
Consistent with the above provisions, 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 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
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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."
The Registrant has policies insuring its officers and directors
against certain civil liabilities, including liabilities under the
Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The index to exhibits appears on the page immediately following the
signature pages of this Registration Statement.
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Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post- effective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included in
such post-effective amendment is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act and incorporated herein by reference;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement, unless the information required to be included in
such post- effective amendment is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act and incorporated herein by reference;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(d) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy
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as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of East Hills, State of New York, on the 1st day of
December, 2000.
PALL CORPORATION
By: /s/Jeremy Hayward-Surry
-------------------------
Jeremy Hayward-Surry
President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes Eric Krasnoff,
Jeremy Hayward-Surry and Mary Ann Bartlett, and each of them singly, his true
and lawful attorneys-in-fact with full power to execute in the name of such
person, in the capacities stated below, and to file, such one or more amendments
to this Registration Statement as the Registrant deems appropriate, and
generally to do all such things in the name and on behalf of such person, in the
capacities stated below, to enable the Registrant to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission thereunder, and hereby ratifies and confirms
the signature of such person as it may be signed by said attorneys-in-fact, or
any one of them, to any and all amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the above power of attorney have been signed on
December 1, 2000, by the following persons in the capacities indicated.
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Signature Title
--------- -----
/s/Eric Krasnoff
-------------------------------------- Chairman and Chief Executive
Eric Krasnoff Officer (Principal Executive
Officer) and Director
/s/John Adamovich, Jr.
-------------------------------------- Chief Financial Officer,
John Adamovich, Jr. Group Vice President and Treasurer
(Principal Financial Officer)
/s/Lisa Kobarg
-------------------------------------- Chief Corporate Accountant
Lisa Kobarg (Principal Accounting Officer)
/s/Abraham Appel Director
--------------------------------------
Abraham Appel
/s/Daniel J. Carroll Director
--------------------------------------
Daniel J. Carroll
/s/John H.F. Haskell, Jr. Director
--------------------------------------
John H.F. Haskell, Jr.
/s/Ulric Haynes, Jr. Director
--------------------------------------
Ulric Haynes, Jr.
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Signature Title
--------- -----
/s/Jeremy Hayward-Surry Director
--------------------------------------
Jeremy Hayward-Surry
/s/Edwin W. Martin, Jr. Director
--------------------------------------
Edwin W. Martin, Jr.
/s/Katharine L. Plourde Director
--------------------------------------
Katharine L. Plourde
/s/Heywood Shelley Director
--------------------------------------
Heywood Shelley
/s/Alan B. Slifka Director
--------------------------------------
Alan B. Slifka
/s/Edward L. Snyder Director
--------------------------------------
Edward L. Snyder
/s/James D. Watson Director
--------------------------------------
James D. Watson
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EXHIBIT INDEX
Exhibit No.
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(4)(a)* Rights Agreement dated as of November 17, 1989, between the
Registrant and United States Trust Company of New York, as Rights
Agent, filed as Exhibit I to the Registrant's Registration
Statement on Form 8-A (Commission File No. 1-4311) dated
September 10, 1992, for the registration of the Common Share
Purchase Rights pursuant to Section 12(b) of the Securities
Exchange Act of 1934 (the "Form 8-A")
(4)(b)* Amendment No. 1, dated as of April 20, 1999, to the above Rights
Agreement, which Amendment was filed as Exhibit III to Amendment
No. 1, dated April 20, 1999, to the Form 8-A
(5) Opinion of Carter, Ledyard & Milburn
(23)(a) Consent of Carter, Ledyard & Milburn
(included in Exhibit 5)
(23)(b) Consent of KPMG LLP
(24) Powers of Attorney (included in the signature page of this
Registration Statement)
(99) Pall Corporation 1998 Employee Stock Option Plan, as amended
effective as of July 12, 2000
______________________
* Incorporated herein by reference.
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