UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 19, 2007
PALL CORPORATION
(Exact name of registrant as specified in its charter)
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| New York
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001- 04311
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11-1541330 |
| (State or other jurisdiction
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(Commission file number)
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(I.R.S. Employer |
| of incorporation)
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Identification No.) |
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| 2200 Northern Boulevard, East Hills, NY
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11548 |
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(Zip Code) |
(516) 484-5400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 8.01 Other Events.
In connection with the submission by Pall Corporation (the “Company”) of its Section 303A
Annual Written Affirmation to the New York Stock Exchange (the “NYSE”), at the NYSE’s request, the
Company is filing this Current Report on Form 8-K to set forth the various corporate governance
matters required to be disclosed by Section 303A of the NYSE Listed Company Manual (the “Manual”).
The NYSE has advised the Company that the disclosures set forth in this Current Report on Form 8-K
will satisfy the requirements of Section 303A of the Manual.
Director Independence
As required by Section 303A.01 of the Manual, the Company’s Board of Directors (the “Board”)
has a majority of independent directors. The Company maintains Director Independence Standards
(the “Standards”) consistent with those of the NYSE. The Standards are attached hereto as Exhibit
99 and are incorporated herein by reference. As required by Section 303A.02 of the Manual, the
Board has affirmatively determined that the following directors are independent under
Section 303A.02 of the Manual and the Standards: Daniel J. Carroll, Jr., Cheryl W. Grisé, John H.
F. Haskell, Jr., Ulric S. Haynes, Jr., Dennis N. Longstreet, Edwin W. Martin, Jr., Katharine L.
Plourde, Edward L. Snyder and Edward Travagliani. In addition, as further required by Section
303A.02 of the Manual, the Board has affirmatively determined that, other than in respect of their
positions as directors, no material relationship exists between the Company and any independent
director.
Executive Sessions of Non-Management Directors
As required by the Company’s Corporate Governance Policy (the “Policy”) and Section 303A.03 of
the Manual, the Company’s non-management directors hold regularly scheduled executive sessions
without management present. The Company’s independent directors also meet at regularly scheduled
sessions, without the participation of directors who do not qualify as independent directors.
Currently, Daniel J. Carroll, Jr., the presiding independent director, is the chairperson for all
meetings of the non-employee and independent directors. Shareholders or other parties interested
in communicating directly with the Board as a group, non-management directors as a group or any
individual director, including the presiding independent director, may do so by writing to the
Corporate Secretary, Pall Corporation, 2200 Northern Boulevard, East Hills, New York 11548,
indicating to whose attention the communication should be directed.
Committees of the Board of Directors
The Board has a standing Audit Committee, Nominating/Governance Committee, Compensation
Committee and Executive Committee. The Board has adopted a written charter for each of these
committees. Each member of the Audit Committee meets the independence requirements of Section
303A.02 of the Manual, the Standards and Rule 10A-3 under the Securities Exchange Act of 1934. In
addition, the Board has determined that each member of the Audit Committee is an “audit committee
financial expert” as defined in the rules of the Securities and Exchange Commission. Each member
of the Nominating/Governance Committee and the Compensation Committee meets the independence
requirements of Section 303A.02 of the Manual and the Standards.
Certification Requirements
On December 8, 2006, the Company submitted its annual CEO certification to the NYSE regarding
the Company’s compliance as of such date with the NYSE corporate governance listing standards (the
“Corporate Governance Certification”) without qualification. However, as a result of the
previously disclosed delay in the filing of the Company’s Annual Report on Form 10-K for the fiscal
year ended July 31, 2007 (the “2007 10-K”) due to the ongoing restatement of its previously issued
financial statements for each of the eight fiscal years in the period ended July 31, 2006 and for
each of the fiscal quarters ended October 31, 2006, January 31, 2007 and April 30, 2007, the
Company has not yet completed the preparation of its audited financial statements for the fiscal
year ended July 31, 2007. Therefore, the Company has not yet provided the disclosure required by
Section 303A.12(a) with respect to the submission of the Corporate Governance Certification and the
filing of the Company’s certification exhibits required by Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002.
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The Company will include the disclosure required by Section 303A.12(a) in the 2007 10-K and
will file the Company’s certification exhibits required by Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002 along with the 2007 10-K upon the completion of the preparation of the
aforementioned restatement of financial statements and the audited financial statements for the
fiscal year ended July 31, 2007.
Availability of Corporate Governance Documents
The Company maintains codes of conduct and ethics that apply to every employee and to its
directors, including a directors’ code of business conduct and ethics. The Company will disclose
any waivers of the employee codes of conduct relating to its executive officers and any waivers of
the directors’ code of business conduct and ethics on its website at www.pall.com in accordance
with applicable law and the requirements of the NYSE corporate governance standards.
Copies of the Company’s Board committee charters, the Code and the
Policy are available on the Company’s website at
www.pall.com. These documents, including the Standards, will
also be furnished upon
written request to the Corporate Secretary, Pall Corporation, 2200 Northern Boulevard, East Hills,
New York 11548, or by facsimile at 516-484-5895.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99 |
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Director Independence Standards of the Company. |
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