8-K
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): July 19, 2007
PALL CORPORATION
(Exact name of registrant as specified in its charter)
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New York
(State or other jurisdiction
of incorporation)
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1-4311
(Commission file number)
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11-1541330
(I.R.S. Employer
Identification No.) |
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2200 Northern Boulevard, East Hills, NY
(Address of principal executive offices)
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11548
(Zip Code) |
(516) 484-5400
(Registrants 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 (see General Instruction
A.2. below):
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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)) |
ITEM 8.01 Other Events.
On July 19, 2007, Pall Corporation (the Company) issued a press release announcing that the
Audit Committee of its Board of Directors has commenced an inquiry into the possibly material
understatement of U.S. income tax payments and of its provision for income taxes in certain prior
periods beginning with its fiscal year ended July 31, 1999. The matter relates to the taxation of
certain indebtedness of the Company to a foreign subsidiary of the Company. The Company has
notified the Internal Revenue Service and the Securities and Exchange Commission of this matter and
of the Audit Committees pending inquiry. This matter may also have resulted in the Companys
failure to comply with certain terms of its debt or other agreements. The Company may need to seek
waivers under those agreements, including to effectuate its intention to declare a quarterly
dividend for the quarter ending July 31, 2007. The Company intends to report on the Audit
Committees inquiry as soon as practicable
The Companys press release with respect to this matter is attached hereto as Exhibit 99 and
incorporated by reference herein.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99 Press Release, dated July 19, 2007 (filed pursuant to Item 8.01).
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Cautionary Statement
This current report on Form 8-K contains forward-looking statements. Representatives of the
Company may also make forward-looking statements orally from time to time. Statements in this
current report on Form 8-K that are not historical facts, including statements about managements
beliefs and expectations, constitute forward-looking statements. These statements are based on
current plans, estimates and projections, and are subject to change based on a number of factors,
including those outlined in our other SEC filings. Forward-looking statements speak only as of the
date they are made, and the Company undertakes no obligation to update publicly any of them in
light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. A number of important
factors could cause actual results to differ materially from those contained in any forward-looking
statement. Such factors include those we have identified in our other reports filed with the
Securities and Exchange Commission, but also include the following:
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risks arising from potential material weaknesses in our control environment; |
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potential adverse effects to our financial condition, results of operations or prospects
as a result of any restatement of prior period financial statements; |
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risks associated with our inability to satisfy covenants under our syndicated credit
facility or to obtain waivers of compliance with those covenants or waivers of defaults
under our debt and other agreements; |
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potential adverse effects if we are required to recognize other adverse tax- or
accounting-related developments; and |
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risks relating to litigation or regulatory inquiries associated with the restatement of
prior period financial statements or other related matters. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Pall Corporation
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/s/ FRANCIS MOSCHELLA
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July 19, 2007 |
Francis Moschella |
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Vice President Corporate Controller
Chief Accounting Officer |
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