The table below presents sales for the quarter and six months ended January 31, 2006 and January 31, 2005 to unaffiliated customers by geography, including the effect of exchange rates for comparative purposes.
Sales in the Western Hemisphere for the quarter increased 6½% on a reported basis and 6% on a local currency basis compared with the second quarter of fiscal year 2005. For the six months, sales increased 4% on both a reported and local currency basis. The increase in sales in the quarter and six months reflects growth in all of the segments with the exception of Medical. Exchange rates increased sales by $331 and $842 in the quarter and six months, respectively, primarily related to the strengthening of the Canadian dollar. Operating profit was 11.2% of total sales (including intercompany sales to other geographies) compared to 16% in the second quarter of fiscal year 2005 as reduced pricing in the blood filtration business, the impact of stock compensation and the adoption of SFAS No. 123(R) and the transfer of the research and development function from Corporate was partly offset by savings generated from the Company’s cost reduction programs. Operating profit dollars decreased $8,246, or 23½%. For the six months, operating profit declined to 12.2% and operating profit dollars decreased $6,888, or 11%, reflecting the factors discussed above.
In Europe, local currency sales in the quarter increased 8% reflecting growth in all segments, with particularly strong growth seen in Aerospace and Microelectronics. The weakening of European currencies reduced sales by $18,854 resulting in a reported sales decline of 2%. For the six months, local currency sales increased 5½% reflecting growth in all segments, with particularly strong growth seen in Aerospace. The weakening of European currencies reduced sales by $21,727 resulting in a slight decline in sales on a reported basis. Operating profit was 8.6% of total sales (including intercompany sales to other geographies) as compared to 9.2% in the second quarter of fiscal year 2005, while operating profit dollars declined $1,434, or 7% to $19,063. The decline in operating profit was partly attributable to the impact of stock compensation and the adoption of SFAS No. 123(R) as well as transition costs related to the Company’s facility rationalization initiative. For the six months, operating profit was 7.6% as compared to 9.9%, while operating profit dollars declined $9,519, or 23%. The decline in operating profit reflects the factors discussed above as well as the impact of several low margin Industrial system sales and facility and equipment refurbishments in certain Life Sciences’ plants.
Sales in Asia increased 8% in local currency in the quarter driven by growth in all segments with the exception of General Industrial. The weakening of the Yen partly offset by the strengthening of certain Asian currencies, reduced sales by $6,692, resulting in reported sales growth of 2%. For the six months, sales increased 10% in local currency reflecting growth in all segments. The weakening of the Yen partly offset by the strengthening of certain Asian currencies, reduced sales by $6,175, resulting in reported sales growth of 7%. Operating profit improved to 16% of total sales (including intercompany sales to other geographies) from 14.7% in the second quarter of fiscal year 2005. Operating profit dollars increased by $1,824, or 11% to $18,277, reflecting the growth in sales partly offset by increased costs related to the Company��s ongoing investments in sales and manufacturing in this region and the impact of stock compensation and the adoption of SFAS No. 123(R). For the six months, operating profit improved to 15.1% from 14.5%. Operating profit dollars increased by $3,603, or 12%, reflecting the factors discussed above.
General corporate expenses decreased $1,830, or 10½% to $15,422. For the six months, general corporate expenses decreased $4,504, or 13% to $29,800. The decline in expenses in the quarter and six months reflects the impact of the Company’s cost reduction programs, the transfer of the research and development function into the lines of business partly offset by the impact of stock compensation and the adoption of SFAS No. 123(R) as well as increased amortization expense.
Liquidity and Capital Resources
Net cash provided by operating activities for the first six months of fiscal year 2006 was $125,020, an increase of $59,246 as compared with the first six months of fiscal year 2005. The increase in cash flow reflects the improvement in DSO (see discussion below), the impact of the transaction with Satair as well as changes in working capital items, particularly reduced payments for income taxes.
Free cash flow, which is defined as net cash provided by operating activities less capital expenditures, was $72,999 for the first six months of fiscal year 2006, as compared with $25,791 for the first six months of fiscal year 2005. The increase in free cash flow reflects the factors discussed above, partly offset by a higher level of capital expenditures. The Company believes this measure is important because it is a key element of its planning. The Company utilizes free cash flow, which is a non-GAAP measure, as one way to measure its current and future financial performance. The following table reconciles free cash flow to net cash provided by operating activities.
| | | Six Months
Ended Jan. 31,
2006 | | Six Months
Ended Jan. 31,
2005 | |
| | |
|
| |
|
| |
| Net cash provided by operating activities | | $ | 125,020 | | $ | 65,774 | |
| Less capital expenditures | | | 52,021 | | | 39,983 | |
| | |
|
| |
|
| |
| Free cash flow | | $ | 72,999 | | $ | 25,791 | |
| | |
|
| |
|
| |
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, 2006 to those at July 31, 2005, the British Pound and the Euro have strengthened against the U.S. dollar, while the Japanese Yen has weakened against the U.S. dollar.
Working capital was approximately $777,000, a ratio of 2.8 at January 31, 2006 as compared with $703,300, a ratio of 2.5 at July 31, 2005. Accounts receivable days sales outstanding improved to 80 days in the quarter, as compared to 85 days in the second quarter of fiscal year 2005. Inventory turns, for the four quarters ended January 31, 2006, were 2.6 as compared to 2.9 for the four quarters ended July 31, 2005. The effect of foreign exchange increased net inventory, net accounts receivable and other current assets by $765, $1,476 and $192, respectively, as compared with year-end fiscal year 2005. Additionally, foreign exchange increased accounts payable and other current liabilities by $964 and income taxes payable by $31. Overall, net debt (debt net of cash and cash equivalents), as a percentage of total capitalization (net debt plus equity), was 21.1% as compared to 24.5% at July 31, 2005. Net debt decreased by approximately $52,300 compared with year-end fiscal year 2005, primarily due to the significant increase in cash. Total gross debt increased approximately $10,800 as compared with year-end fiscal year 2005. The impact of foreign exchange rates increased gross debt by about $200. As such, the actual increase in the Company’s gross debt was approximately $10,600 in the six months of fiscal year 2006. The Company was in compliance with all covenants of its various debt agreements as of January 31, 2006.
Proceeds from stock plans were $14,553 in the first six months of fiscal year 2006. Capital expenditures were $52,021 for the first six months of fiscal year 2006 ($30,385 expended in the current quarter). Depreciation was $42,775 in the first six months of fiscal year 2006 ($20,957 in the current quarter), while amortization expense was $4,523 ($2,670 in the current quarter). Full year fiscal year 2006 capital expenditures are expected to be slightly above the fiscal year 2005 level, while depreciation and amortization expense are expected to total approximately $93,000.
On October 17, 2003, the Board of Directors authorized the expenditure of up to $200,000 to repurchase shares of the Company’s common stock. Furthermore, on October 14, 2004, the Board of Directors authorized an additional expenditure of another $200,000 to repurchase shares. During fiscal years 2004 and 2005, the Company repurchased stock of $75,000 and $64,246, respectively. In the first six months of fiscal year 2006, the Company repurchased stock of $5,750. This leaves $255,004 remaining at January 31, 2006 of the $400,000 the Board of Directors authorized for share repurchases. In the first six months of fiscal year 2006, the Company paid dividends of $24,885. The Company increased its dividend by 10%, from 10 to 11 cents per share, effective with the dividend that was declared on January 19, 2006. The Company expects to pay dividends of about $53,000 for the full fiscal year 2006.
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In August 2005, the Company sold its investment in VITEX and recorded a gain on the sale of $1,806, net of fees and commissions. In addition, in January 2006, the Company sold its stock rights in Satair and recorded a gain of $394. For more detail regarding these transactions, refer to the Restructuring and Other Charges note accompanying the condensed consolidated financial statements.
The Company considers its existing lines of credit, along with the cash generated from operations, to be sufficient for both short-term and long-term growth.
Adoption of New Accounting Pronouncement
Effective August 1, 2005, the Company adopted the fair value recognition provisions of SFAS No. 123(R), Share-Based Payment (“SFAS No. 123(R)”), using the modified-prospective-transition method. Under that transition method, compensation cost recognized for the three and six months ended January 31, 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of, August 1, 2005, based on the grant-date fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for the vested portion of share-based payments granted subsequent to August 1, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). Results for prior periods have not been restated.
The following table illustrates the impact of adopting SFAS No. 123(R) on August 1, 2005 on the Company’s earnings before income taxes, net earnings and earnings per share (which excludes the effect of certain changes to the Company’s stock plans under the 2005 plan such as the restricted stock units granted in contemplation of the change in accounting):
| | | | | | | | |
| | | Three Months Ended
Jan. 31, 2006 | | Six Months Ended
Jan. 31, 2006 | |
| | |
|
| |
|
| |
| Impact on earnings before income taxes | | $ | 2,116 | | $ | 3,994 | |
| Impact on net earnings | | | 1,881 | | | 3,541 | |
| Impact on basic earnings per share | | $ | 0.02 | | $ | 0.03 | |
| Impact on diluted earnings per share | | $ | 0.01 | | $ | 0.03 | |
SFAS No. 123(R) also requires that excess tax benefits related to stock option exercises be reflected as financing cash inflows. For the six months ended January 31, 2006, this treatment resulted in cash flows from financing activities of $308, which reduced cash flows from operating activities by the same amount. The tax benefit recognized related to the total compensation cost for share-based payment arrangements totaled $533 and $1,020 for the three and six months ended January 31, 2006, respectively, and totaled $43 and $86 for the three and six months ended January 31, 2005, respectively. The actual tax benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled $3,293 and $4,905 for the three and six months ended January 31, 2006, respectively.
Recently Issued Accounting Pronouncements
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 Financial Accounting Standards Board (“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. As of January 31, 2006, the Company has 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. The extent to which the Company 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.
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
27
described in SFAS No. 109. The impact of the deduction will be reported in the period in which the deduction is claimed. The Company is in the process of assessing the effect of FSP FAS 109-1 on its consolidated financial statements.
In March 2005, the FASB issued Financial Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (“FIN No. 47”). FIN No. 47 describes a conditional asset retirement obligation as a legal obligation to perform an asset retirement activity whose timing or method of settlement is conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing or method of settlement. Thus, the timing or method of settlement may be conditional on a future event. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. FIN No. 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN No. 47 is effective for fiscal years ending after December 15, 2005. The Company is in the process of assessing the effect of FIN No. 47 on its consolidated financial statements.
In June 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (“SFAS No. 154”), which will require entities that voluntarily make a change in accounting principle to apply that change retrospectively to prior periods’ financial statements, unless this would be impracticable. SFAS No. 154 supersedes Accounting Principles Board Opinion No. 20, Accounting Changes (“APB No. 20”), which previously required that most voluntary changes in accounting principle be recognized by including in the current period’s net earnings the cumulative effect of changing to the new accounting principle. SFAS No. 154 also makes a distinction between “retrospective application” of an accounting principle and the “restatement” of financial statements to reflect the correction of an error. Another significant change in practice under SFAS No. 154 will be that if an entity changes its method of depreciation, amortization, or depletion for long-lived, non-financial assets, the change must be accounted for as a change in accounting estimate. Under APB No. 20, such a change would have been reported as a change in accounting principle. SFAS No. 154 applies to accounting changes and error corrections that are made in fiscal years beginning after December 15, 2005.
In February 2006 the FASB issued SFAS No. 155, Accounting for Certain Hybrid Instruments (“SFAS No. 155”), which amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS No. 155 allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to account for the whole instrument on a fair value basis. SFAS No. 155 also clarifies and amends certain other provisions of SFAS No. 133 and SFAS No. 140. This statement is effective for all financial instruments acquired or issued in fiscal years beginning after September 15, 2006. The Company is in the process of assessing the effect of SFAS No. 155 on its consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
During the period from the Company’s fiscal 2005 year end (July 31, 2005) to the end of the Company’s second fiscal quarter (January 31, 2006), 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, 2005.
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 as defined in 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’s 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, 2006, 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 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.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
(In thousands)
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 Pall Corporation (the “Company” or “Pall”) in February 1997. The action sought to compel Gelman to investigate and remediate 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 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 (“the 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 approved by both the Court and the State. Although Gelman has met monthly milestones established under the plan and although contaminant concentrations have been significantly reduced, groundwater concentrations remain above acceptable levels in much of the affected area. The Court, however, concluded that Gelman was in compliance with the terms the REO in a subsequent order issued in December 2004 (see below) and has expressed its satisfaction with Gelman’s progress during hearings both before and after the five year period expired. Neither the State nor the Court has sought or suggested that Gelman should be penalized based on the continued presence of groundwater contamination at the site.
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 December 17, 2004, the Court issued its Order and Opinion Regarding Remediation and Contamination of the Unit E Aquifer (the “Unit E Order”). The Court adopted, with limited modifications, Gelman’s remediation plan for this area of contamination. The Court also noted that Gelman was in compliance with the Court’s previous REO. The State has not appealed the Unit E Order. Gelman is now in the process of implementing the requirements of the Order.
In correspondence dated June 5, 2001, the State asserted that additional stipulated penalties in the amount of $142 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 it has allegedly incurred for groundwater monitoring. Gelman considers this claim barred by the consent judgment.
On May 12, 2004, the City of Ann Arbor (the “City”) filed a lawsuit against Gelman 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 1,4-dioxane groundwater contamination, as well as injunctive relief in the form of an order requiring Gelman 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 Gelman will vigorously defend against the claim.
By Order dated July 19, 2005, the Court granted Gelman’s motion for partial summary disposition, in part, dismissing two of the City’s three common law claims. In December 2005, Gelman filed two motions for partial summary disposition seeking dismissal of the City’s claims for injunctive relief and the majority of its monetary claims. The City filed a motion for summary disposition with regard to Gelman’s liability under state statute. Rather than hear the motions, the Court ordered the parties into settlement facilitation that is to be concluded by June 1, 2006. To accommodate the facilitation, the trial in this matter has been rescheduled to August 21, 2006.
On June 25, 2004, the Company was sued in the United States District Court for the Eastern District of Michigan by a private plaintiff in connection with the groundwater contamination. The complaint seeks both money damages and injunctive relief requiring remediation of the contamination. The plaintiff also seeks to represent a larger class of property owners and residents 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. The Company renewed its motion for summary judgment on December 27, 2004, asserting various grounds for dismissing the complaint as to each plaintiff. As ordered by the Court, the Company withdrew its motion to allow plaintiffs an opportunity to further amend its complaint and conduct limited discovery. Plaintiffs filed a second amended complaint on March 9, 2005, adding two claims under the federal Resource Conservation and Recovery Act (“RCRA”). Discovery on specific issues related to the seven plaintiffs has been completed, and on October 17, 2005, the Company renewed for a third time its motion for summary judgment , asserting that none of the plaintiffs have established claims under any of the counts alleged, including RCRA. By order dated January 30, 2006, the Court granted the Company’s motion and dismissed the entire case. To date, the plaintiffs have not sought to appeal this order.
29
On August 10, 2005, the City filed a lawsuit against Gelman under the Federal Superfund Statute (“CERCLA”) for recovery of the City’s alleged response costs, including well replacement costs. The City is seeking in this matter essentially the same relief it is seeking in the above-described state court action. Gelman filed its responsive pleadings on September 15, 2005 and will vigorously defend the lawsuit. In October, 2005, Gelman filed a Motion for Stay, seeking to stay these federal proceedings pending resolution of the parallel state court action. The parties have agreed to include this matter in the settlement facilitation ordered by the state court and to stay this matter until June 1, 2006 if the Court denies Gelman’s stay motion.
A local resident and the City of Ann Arbor filed petitions for a contested case on November 26, 2005 and November 30, 2005, respectively. The petitions challenge various aspects of the discharge permit issued to Gelman by the State on September 30, 2005. The petitions commence an administrative adjudicative hearing, which can result in changes to the discharge permit. The Company does not believe there is substantive merit to the claims made in either petition. The Administrative Law Judge has consolidated both petitions into one proceeding. The Administrative Law Judge has also stayed this proceeding until June 1, 2006 to allow the City and Gelman to attempt to resolve this matter through the facilitative process described above. No damages are being sought in this proceeding.
The Company’s condensed consolidated balance sheet at January 31, 2006 contains a reserve for environmental liabilities of approximately $21,778, which relates primarily to the aforementioned items. 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 in this report.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
| | (a) | The Annual Meeting of Shareholders of the Company was held on November 16, 2005. |
| | | |
| | (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: |
| | | |
| | | Proposal I – Election of Directors |
| | | |
| | | Holders of 110,351,751 shares of common stock voted either in person or by proxy for the election of three directors. The number of votes cast for each nominee were as indicated below: |
Director | | Total vote for
each director | | Total vote
withheld
each director | |
| |
|
| |
|
| |
| Marcus Wilson | | | 107,280,454 | | | 3,071,297 | |
| Ulrich Haynes, Jr. | | | 107,071,000 | | | 3,280,751 | |
| Edwin W. Martin, Jr. | | | 107,181,867 | | | 3,169,884 | |
| | | Proposal II – Approval of an amendment to the Employee Stock Purchase Plan |
| | | |
| | | The amendment to the Employee Stock Purchase Plan was approved as follows: |
Shares for | | Against | | Abstain | | No Vote | |
| |
|
| |
|
| |
|
| |
| 96,293,508 | | | 1,575,205 | | | 744,324 | | | 11,738,714 | |
ITEM 6. EXHIBITS.
See the Exhibit Index for a list of exhibits filed herewith or incorporated by reference herein.
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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 13, 2006 | | /s/ LISA MCDERMOTT |
| | |
|
| | | Lisa McDermott |
| | | Chief Financial 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. |
| | | |
| 3(ii)* | | Bylaws of the Registrant, as amended on October 13, 2005, filed as Exhibit 3(ii) to the Registrant’s Form 8-K filed on October 18, 2005. |
| | | |
| 10.1†‡ | | Pall Corporation 2005 Stock Compensation Plan as amended effective January 19, 2006 |
| | | |
| 31.1† | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 31.2† | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 32.1† | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |
| | | |
| 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. |
| † | Exhibit filed herewith. |
| ‡ | Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(c) of Form 10-K. |
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No 