for the quarter and six-month periods ended January 31, 2005 and January 31, 2004 can be found in the Segment Information and Geographies note accompanying the condensed consolidated financial statements.
In Life Sciences, overall operating profit as a percentage of sales in the quarter increased to 19.2% from 17.6% last year, reflecting an increase in Medical operating profit margin, partly offset by a decline in BioPharmaceuticals. For the six months, Life Sciences operating profit as a percentage of sales in the quarter improved to 18.9% with the same trend evident as in the quarter. Operating profit dollars increased $5,421 or 17½% in the quarter and $11,204 or 20% in the six months.
Within Life Sciences, Medical operating profit in the quarter improved to 15.9% from 12.7% last year. For the six months, operating profit improved to 15.2% from 11.7%. Operating profit dollars increased $3,946 or 29% in the quarter and $8,015 or 34½% in the six months. The improvement in operating profit reflects the impact of our cost reduction programs, particularly with manufacturing efficiencies.
Operating profit in BioPharmaceuticals was 24% of sales as compared to 25.2% last year. For the six months, operating profit was 24% as compared to 25.3% last year. The decline in operating profit margin reflects increased system sales, which carry a lower margin. Operating profit dollars increased $1,475 or 8½% in the quarter and $3,189 or 10% in the six months, generated by the strong growth in sales.
Overall operating profit margins in Industrial were 12.2% as compared with 13.7% last year. For the six months, overall Industrial operating profits were 11.5% as compared with 13.4% last year. General Industrial operating profit in the quarter was 9.3% as compared to 8.4% last year. For the six months, operating profit margin was on par with last year at 8.8%. Operating profit dollars in the quarter increased 26% to $16,988 reflecting the sales growth and margin improvement, partially offset by systems sales, as discussed previously. For the six months, operating profit dollars increased 14½% to $30,180. Aerospace operating profit in the quarter was 17.4% as compared to 25% last year, while operating profit dollars declined by $3,368, or 31½%. For the six months, operating profit margin declined to 15.3%, while operating profit dollars decreased by $9,651, or 44%. The shortfall in operating profit margin and dollars reflects lower military and marine water sales as discussed previously. Microelectronics operating profit in the quarter decreased to 17.9% from 20.9% last year, while operating profit dollars were a healthy $10,069. For the six months, operating profit margin increased to 17.3%, while operating profit dollars grew $3,382, or 22%, reflecting the strong growth in sales as discussed above.
The table below presents sales for the quarter and six-month periods ended January 31, 2005 and January 31, 2004 to unaffiliated customers by geography, including the effect of exchange rates for comparative purposes.
By geography, sales in the Western Hemisphere increased 5½% in the quarter and 6% in the six months compared with last year, driven by strong growth in BioPharmaceuticals, General Industrial and Microelectronics. Exchange rates increased sales in the quarter and six months by $435 and $888, primarily related to the strengthening of the Canadian Dollar, resulting in reported sales growth of 5½% of 6½%, respectively. Operating profit in the quarter increased to 16% of sales as compared with 11.9% last year. For the six months, operating profit improved to 14.7% from 11.6% last year. Operating profit dollars increased $10,809, or 45% in the quarter and $17,130, or 38½% in the six months reflecting the improvement in margin as well as the growth in sales.
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In Europe, sales in the quarter were flat as double-digit growth in our Power Generation, Fuels & Chemicals and Water Processing submarkets was offset by shortfalls in Aerospace and Microelectronics as well as the impact of the sale of the machine and tool business discussed above. For the six months, sales were down slightly (growth in Power Generation and Fuels & Chemical sales offset by Aerospace and Microelectronics shortfalls and the sale of the machine and tool business). The strengthening of European currencies added $14,334 and $28,494 in sales resulting in reported sales growth of 7½% and 7% in the quarter and six months, respectively. Operating profit was 9.2% of sales as compared to 12.3% last year, while operating profit dollars were $20,497, a decrease of 17%. For the six months, operating profit margin declined to 9.9%, while operating profit dollars were $41,511, down 12½%.
Sales in Asia increased 16½% and 20% in the quarter and six months, respectively. The strengthening of Asian currencies added $4,160 and $7,015 in sales, resulting in reported sales growth of 21% and 24% in the quarter and six months, respectively. The increase in sales reflects strong growth in BioPharmaceuticals, General Industrial and Microelectronics sales as cited above. Operating profit margin in the quarter was 14.7% as compared with 18.4% last year, reflecting the impact of increased systems sales in this region. For the six months, a similar trend was evident. Operating profit dollars in the quarter and six months were a healthy $16,453 and $29,764, respectively.
General Corporate expenses increased $1,343 in the quarter compared with the same period last year due to increased medical insurance costs. For the six months, general corporate expenses decreased $1,051, reflecting the impact of our cost reduction initiatives as well as a decline in consulting expenses related to such initiatives.
Liquidity and Capital Resources
On August 24, 2004, we entered into a $300,000 unsecured senior revolving credit facility with a syndicate of banks, which expires on August 24, 2009. Simultaneously, we borrowed $125,000 under this facility and used the proceeds principally to repay (1) $71,200 ($54,000 outstanding as of July 31, 2004) of borrowings under our existing $200,000 unsecured senior revolving credit facility entered into on August 29, 2000, (2) the $50,000 balance due on a $100,000 bank loan which otherwise was to mature on October 18, 2007 and (3) various fees associated with the new facility. Both the $200,000 revolving credit facility and the $100,000 term loan were terminated upon the execution of the new revolving creditfacility. As a result of the new revolving credit facility, our borrowing capacity has increased by $50,000. On December 17, 2004, we terminated “fixed to variable” interest rate swaps (notional amounts of $230,000) with a syndicate of banks for a cost of approximately $10,000, representing the fair value of the swaps at the date of termination. These swaps related to the $280,000, 6% senior notes due August 1, 2012. The cost of terminating these swaps is being amortized to interest expense over the remaining life of the notes. For more detail regarding the termination of these swaps, refer to the Long-term Debt note accompanying the condensed consolidated financial statements.
Net cash provided by operating activities for the six months of fiscal 2005 was $65,417, an increase of $4,308 as compared with the six months of fiscal 2004. The increase in cash flow reflects the impact of increased earnings partly offset by changes in working capital items, particularly inventory and income tax payable.
Free cash flow, which is defined as net cash provided by operating activities less capital expenditures, was $25,434 for the six months of fiscal 2005, as compared with $35,948 for the same period of fiscal 2004. The decrease in free cash flow reflects a higher level of capital expenditures and changes in working capital items as discussed above, partly offset by the impact of increased earnings. For the full fiscal year 2005, we expect free cash flow to approximate $190,000 – $200,000 (therefore operating cash flow is estimated to be approximately $270,000) based upon the mid-point of the earnings guidance above, capital expenditures of $70,000 – $80,000, depreciation and amortization expense of approximately $90,000 and assuming no changes in working capital. We believe this measure is important because it is a key element of our planning. We utilize free cash flow, which is a non-GAAP measure, as one way to measure our current and future financial performance. The following table reconciles free cash flow to net cash provided by operating activities:
| | | | Six Months
Ended Jan. 31,
2005 | | | Six Months
Ended Jan. 31,
2004 | | | Fiscal Year
2004 | |
| | |
|
| |
|
| |
|
| |
| Net cash provided by operating activities | | $ | 65,417 | | $ | 61,109 | | $ | 191,946 | |
| Less capital expenditures | | | 39,983 | | | 25,161 | | | 61,262 | |
| | |
|
| |
|
| |
|
| |
| Free cash flow | | $ | 25,434 | | $ | 35,948 | | $ | 130,684 | |
| |
|
| |
|
| |
|
| |
The Company’s balance sheet is affected by spot exchange rates used to translate local currency amounts into U.S. dollars. In comparing spot exchange rates at January 31, 2005 to those at July 31, 2004, the European currencies and the Yen have strengthened against the U.S. dollar.
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Working capital was approximately $713,500, a ratio of 2.8 at January 31, 2005 as compared with $651,000, a ratio of 2.6 at year-end fiscal 2004. Accounts receivable days sales outstanding were 85 days, on par with the second quarter of fiscal 2004. Inventory turns, for the four quarters ended January 31, 2005, were 3.0 as compared to 3.1 at July 31, 2004. The effect of foreign exchange increased net inventory, net accounts receivable and other current assets by $11,727, $21,522 and $2,643, respectively, as compared with year-end fiscal 2004. Additionally, foreign exchange increased accounts payable and other current liabilities by $10,789 and income taxes payable by $97. Overall, net debt (debt net of cash, cash equivalents and short-term investments), as a percentage of total capitalization (net debt plus equity), was 24.9%. Net debt increased by approximately $38,500 compared with year-end fiscal 2004. The impact of foreign exchange rates (primarily on cash) reduced net debt by $11,100, while the fair value adjustment and the termination of our fixed tovariable interest rate swaps carried as part of debt increased net debt by approximately $3,700. As such, the actual cash increase in our net debt was approximately $45,900 for the six months ended January 31, 2005. Total gross debt increased approximately $58,400 as compared with year-end fiscal 2004. Foreign exchange rates increased gross debt by $2,700, while the fair value adjustment and the termination of our fixed to variable interest rate swaps carried as part of debt increased gross debt by approximately $3,700. As such, the actual cash increase in our gross debt was approximately $52,000 for the six months ended January 31, 2005. The increased debt level at January 31, 2005 reflects the buyback of our stock in fiscal 2004 and in fiscal 2005, totaling approximately $105 million to date and the acquisition of BioSepra in the current quarter for approximately $32,000.
Proceeds from stock plans were $34,531 in the first six months of fiscal 2005. Capital expenditures were $39,983 for the six months ended January 31, 2005 ($22,437 was expended in the current quarter). Depreciation was $21,393 and $42,013 for the quarter and six months, respectively. Amortization expense was $1,499 in the quarter and $3,017 for the six-month period. Capital expenditures are expected to be in the range of $70,000 – $80,000 in fiscal 2005, while depreciation and amortization expense are expected to total approximately $90,000.
On October 17, 2003, our Board of Directors authorized the expenditure of up to $200,000 to repurchase shares of our common stock. Furthermore, on October 14, 2004, our Board of Directors authorized an additional expenditure of another $200,000 to repurchase shares. During fiscal 2004 and in the first quarter of fiscal 2005, we repurchased stock of $75,000 and $29,998, respectively. This leaves $295,002 remaining of the $400,000 the Board of Directors authorized for share repurchases. For the full fiscal year 2005, we expect to repurchase stock of $80,000. In the first six months of fiscal 2005, we paid dividends of $22,233. We increased our quarterly dividend to $.10 cents per share from the previous level of $0.09 effective as of January 20, 2005. We expect to pay dividends of about $48,000 for the full fiscal year 2005.
At January 31, 2005, we owned 6,175 shares of the common stock of VITEX at an adjusted cost basis (original cost less any impairment losses previously recorded) of $0.80 per share or $4,940. Our investment in VITEX has been recorded at the January 31, 2005 fair market value of $1.05 per share, or $6,483 in the accompanying condensed consolidated balance sheet. During the first quarter of fiscal 2005, we recorded an impairment charge of $2,875 related to our investment in VITEX as its decline in fair market value was deemed to be other-than-temporary. For more detail regarding our investment in VITEX, refer to the Other Non-Current Assets note accompanying the condensed consolidated financial statements.
We consider our existing lines of credit, along with the cash generated from operations, to be sufficient for both short-term and long-term growth.
Recently Issued Accounting Pronouncements
In November 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 151, “Inventory Costs”, an amendment of ARB No. 43, Chapter 4 (“SFAS No. 151”). SFAS No. 151 amends guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight handling costs and wasted material requiring that such items be recognized as current-period charges. In addition, SFAS No. 151 requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 will become effective for fiscal years beginning after June 15, 2005. We are in the process of assessing the effect of SFAS No. 151 on our consolidated financial statements.
On October 22, 2004, the American Jobs Creation Act of 2004 (the “Act”) was signed into law. The Act provides for a special one-time tax deduction of 85% of certain foreign earnings that are repatriated, as defined in the Act. In December 2004, the FASB issued FASB Staff Position No. FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004” (“FSP FAS 109-2”). FSP FAS 109-2 allows companies additional time to evaluate the effect of the Act as to whether unrepatriated foreign earnings continue to qualify for the SFAS No. 109, “Accounting for Income Taxes,” (“SFAS No. 109”) exception regarding non-recognition of deferred tax liabilities and requires explanatory disclosures from those who need the additional time. Through January 31, 2005, we have not provided deferred taxes on the undistributed earnings of foreign subsidiaries since substantially all such earnings were expected to be permanently invested in foreign operations. Whether we will ultimately take advantage of this provision depends on a number of factors, including reviewing future Congressional or Treasury Department guidance, before a determination can be made. The range of reasonably possible amounts, based upon the law, that are being considered for repatriation due to the aforementioned provision is between zero and $500,000. The related potential range of income tax is between zero and $26,250.
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In December 2004, the FASB issued FASB Staff Position No. FAS 109-1, Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004 (“FSP FAS 109-1”). FSP FAS 109-1 clarifies that the qualified production activities deduction should be treated as a special deduction as described in SFAS No. 109. The impact of the deduction will be reported in the period in which the deduction is claimed. We are in the process of assessing the effect of FSP FAS 109-1 on our consolidated financial statements.
In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets,” an amendment of APB Opinion No. 29. SFAS No. 153 addresses the measurement of exchanges of nonmonetary assets and redefines the scope of transactions that should be measured based on the fair value of the assets exchanged. SFAS No. 153 is effective for nonmonetary asset exchange transactions in fiscal periods beginning after June 15, 2005. We do not believe adoption of SFAS No. 153 will have a material impact on our consolidated financial statements.
In December 2004, the FASB revised SFAS No. 123, “Share-Based Payment” (“SFAS No. 123(R)”) which supercedes SFAS No. 123 and Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” (“APB No. 25”). SFAS No. 123(R) addresses the accounting for shared-based payment transactions (excluding employee stock-ownership plans) in which a company receives employee services in exchange for either equity instruments of the company or liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. SFAS No. 123(R) requires the company to recognize the grant-date fair-value of equity-based compensation, issued to employees, in the income statement. SFAS No. 123(R) eliminates a company’s ability to account for share-based compensation transactions using the intrinsic value method of accounting in APB No. 25, which had been permitted in SFAS No. 123 as originally issued. SFAS No. 123(R) will be effective for the Company starting with our first quarter in fiscal 2006. We are currently assessing which option pricing model (Binomial Lattice or Black Scholes) we will implement upon adoption of SFAS No. 123(R) as well as the impact of adopting SFAS No. 123(R) on our consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
During the period from the Company’s fiscal 2004 year end (July 31, 2004) to the end of the Company’s second fiscal quarter (January 31, 2005), there was no material change in the market risk information previously reported in Item 7A of the Company’s Annual Report on Form 10-K for its fiscal year ended July 31, 2004.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a–15(e) and 15d–15(e) under the Securities Exchange Act of 1934. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
There were no changes in the Company’s internal control over financial reporting during the Company’s fiscal second quarter ended January 31, 2005, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and
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other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In February 1988, an action was filed in the Circuit Court for Washtenaw County, Michigan (“Court”) by the State of Michigan (“State”) against Gelman Sciences Inc. (“Gelman”), a subsidiary acquired by the Company in February 1997. The action sought to compel Gelman to investigate and remediate 1,4-dioxane groundwater contamination near Gelman’s Ann Arbor facility and requested reimbursement of costs the State had expended in investigating the contamination, which the State alleged was caused by Gelman’s disposal of waste water from its manufacturing process. Pursuant to a consent judgment entered into by Gelman and the State in October 1992 (amended September 1996 and October 1999), which resolved that litigation, Gelman is remediating the contamination without admitting wrongdoing. In February 2000, the State Assistant Attorney General filed a Motion to Enforce Consent Judgment in the Court seeking approximately $4,900,000 in stipulated penalties for the alleged violations of the consent judgment and additional injunctive relief. Gelman disputed these assertions. Following an evidentiary hearing in July 2000, the Court took the matter of penalties “under advisement.” The Court issued a Remediation Enforcement Order (“REO”) requiring Gelman to submit and implement a detailed plan that will reduce the contamination to acceptable levels within five years. Gelman’s plan has been submitted to, and approved by, both the Court and the State. In correspondence dated June 5, 2001, the State asserted that additional stipulated penalties in the amount of $141,500 were owed for a separate alleged violation of the consent judgment. The Court found that a “substantial basis” for Gelman’s position existed and again took the State’s request “under advisement”, pending the results of certain groundwater monitoring data. Those data have been submitted to the Court, but no ruling has been issued. On August 9, 2001, the State made a written demand for reimbursement of $227,462 it has allegedly incurred for groundwater monitoring. Gelman considers this claim barred by the consent judgment.
In February 2004, the Court instructed Gelman to submit its Final Feasibility Study describing how it intends to address an area of groundwater contamination not addressed by the previously approved plan. Gelman has submitted its Feasibility Study as instructed. The State also submitted its plan for remediating this area of contamination to the Court. On September 8, 2004, the Court advised the parties that it would issue an order modifying its previous REO to address the recently discovered contamination.
On December 17, 2004, the Court issued its Order and Opinion Regarding Remediation of the Contamination of the Unit E Aquifer (the “Unit E Order”). The Court adopted, with limited modifications, the Company’s remediation plan for this area of contamination. The Court also noted that the Company was in compliance with the Court’s previous REO. The State has not appealed the Unit E Order. The Company is now in the process of implementing the requirement of the Order.
On May 12, 2004, the City of Ann Arbor, Michigan filed a lawsuit against Gelman Sciences Inc. d/b/a Pall Life Sciences in Washtenaw County Circuit Court. The City’s suit seeks damages, including the cost of replacing a municipal water supply well allegedly affected by the groundwater contamination, as well as injunctive relief in the form of an order requiring Pall Life Sciences to remediate the soil and groundwater beneath the City. The contaminant levels allegedly detected in the municipal well at issue, however, are well below applicable cleanup standards and Pall Life Sciences will vigorously defend against the claim.
On June 25, 2004, a private plaintiff sued the Company in the United States District Court for the Eastern District of Michigan in connection with the groundwater contamination. The complaint seeks both money damages and injunctive relief requiring remediation of the contamination. The single named plaintiff also seeks to represent a larger class of property owners and residents within the area who plaintiff claims are affected by the groundwater contamination. On August 25, 2004, the Company filed a motion for summary judgment seeking to dismiss the plaintiff’s claims. In response, plaintiff’s counsel sought and was granted permission to amend the complaint. An amended complaint was filed on November 17, 2004, which added seven plaintiffs. Management does not believe that there is substantive merit to the named plaintiffs’ claims or a basis for class certification. The Company will vigorously defend the lawsuit.
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On December 3, 2004, a third-party action was commenced against the Company in the United States District Court for the Eastern District of New York in connection with ground water contamination. Plaintiff Anwar Chitayat (“Chitayat”) seeks recovery against defendants Vanderbilt Associates and Walter Gross for environmental costs allegedly incurred, and to be incurred, in connection with the disposal of hazardous substances from property located in Hauppauge, New York (the Site). The Site is a property located in the same industrial park as a Company facility. Walter Gross claims that the Company is responsible for releasing hazardous substances into the soil and groundwater at its property which then migrated to the Site. Walter Gross seeks indemnification and contribution under Section 113 of CERCLA from third-party defendants in the event he is found liable to Chitayat. The plaintiff has moved to amend his complaint to add a claim for contribution under Section 113 of CERCLA against the Company, and the Company is opposing this proposed amendment.
The Company’s condensed consolidated balance sheet at January 31, 2005 contains environmental liabilities of $26,597,000 which relates mainly to the aforementioned remediation. In the opinion of management, the Company is in substantial compliance with applicable environmental laws and its accruals for environmental remediation are adequate at this time.
Reference is also made to the Contingencies and Commitments note in the notes accompanying the condensed consolidated financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
| (a) | The Annual Meeting of Shareholders of the Company was held on November 17, 2004. |
| | | |
| (b) | Not required. Proxies for the meeting were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934. There was no solicitation in opposition to management’s director nominees as listed in the proxy statement and all of management’s nominees were elected. |
| | | |
| (c) | The matters voted upon and the results of the voting were as follows: |
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| | Proposal I – Election of Directors |
| | |
| | Holders of 112,098,532 shares of common stock voted either in person or by proxy for the election of four directors. The number of votes cast for each nominee were as indicated below: |
| | | Director | | | Total vote for
each director | | | Total vote
withheld
each director | |
| | |
| | |
| | |
| |
| | | John H.F. Haskell, Jr. | | | 110,659,168 | | | 1,439,364 | |
| | | Katharine L. Plourde | | | 109,302,365 | | | 2,796,167 | |
| | | Heywood Shelley | | | 109,593,918 | | | 2,504,614 | |
| | | Edward Travaglinati | | | 107,612,223 | | | 4,486,309 | |
| | | | | | | | | | |
| | | Proposal II – Approval of the 2005 Stock Compensation Plan | | | | | | | |
| | | | | | | | | | |
| | | The 2005 Stock Compensation Plan was approved as follows: | | | | | | | |
| | | Shares for | Against | | Abstentions | | Broker Non-Vote | |
| | |
|
| |
| |
| |
| | | 91,040,293 | 6,676,420 | | 978,712 | | 13,403,107 | |
| | | | | | | | | |
| | (d) Not applicable. | | | | | | |
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
| | See the exhibit index for a list of exhibits filed herewith or incorporated by reference herein. |
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| | | On November 22, 2004, the Company filed Form 8-K under Item 2.05, Costs Associated with Exit or Disposal Activities. |
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| | | On December 3, 2004, the Company filed Form 8-K under Items 2.02, Results of Operations and Financial Condition and 9.01, Financial Statements and Exhibits. A press release announcing operating results and financial condition for the first quarter ended October 31, 2004 was furnished as exhibit 99. |
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| | | On December 15, 2004, the Company filed Form 8-K under Items 1.01, Entry into a Material Definitive Agreement and 9.01, Financial Statements and Exhibits. The Pall Corporation 2005 Stock Compensation Plan was incorporated by reference as exhibit 99, as it had been originally filed as an exhibit to the Company’s Form 10-K for the year ended July 31, 2004. |
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| | | On December 22, 2004, the Company filed Form 8-K under Item 1.02, Termination of a Material Definitive Agreement. |
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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.
| | | | Pall Corporation |
| | | | |
| March 14, 2005 | | | /s/ MARCUS WILSON |
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|
| | | | Marcus Wilson |
| | | | President |
| | | | Chief Financial Officer |
| March 14, 2005 | | | /s/ LISA MCDERMOTT |
| | | |
|
| | | | Lisa McDermott |
| | | | Vice President – Finance |
| | | | Chief Accounting Officer |
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EXHIBIT INDEX
Exhibit
Number | | Description of Exhibit |
| | | |
| 3(i)* | | Restated Certificate of Incorporation of the Registrant as amended through November 23, 1993, filed as Exhibit 3(i) to the Registrant's Annual Report on Form 10-K for the fiscal year ended July 30, 1994. |
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| 3(ii)* | | By-Laws of the Registrant as amended on July 15, 2003, filed as exhibit 3(ii) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended August 2, 2003. |
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| 10.1*‡ | | Pall Corporation 2005 Stock Compensation Plan, filed as Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2004. |
| | | |
| 10.2‡† | | Form of Notice of Grant of Restricted Stock Units Under Pall Corporation 2005 Stock Compensation Plan. |
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| 10.3‡† | | Form of Notice of Grant of Annual Award Units Under Pall Corporation 2005 Stock Compensation Plan. |
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| 31.1† | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 31.2† | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 32.1† | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |
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| 32.2† | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |
| | | |
* Incorporated herein by reference.
† Exhibits filed herewith
‡ Management contract or compensatory plan or arrangement.
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934