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): February 20, 2014
PALL CORPORATION
(Exact name of registrant
as specified in its charter)
| New York | 001-04311 | 11-1541330 |
| (State or other jurisdiction | (Commission file number) | (I.R.S. Employer |
| of incorporation) | Identification No.) |
| 25 Harbor Park Drive, Port Washington, NY | 11050 | |
| (Address of principal executive offices) | (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:
| c |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| c |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| c |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| c |
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 February 20, 2014, Pall Corporation issued a press release announcing that it had completed the acquisition of the LifeSciences business of ATMI, Inc. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release, dated February 20, 2014. |
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 hereunto duly authorized.
| Pall Corporation | |
| February 20, 2014 | /s/ Roya Behnia |
| Roya Behnia | |
| Senior Vice President, General Counsel and | |
| Corporate Secretary | |
INDEX TO EXHIBITS
| Exhibit | ||
| Number | Description | |
| 99.1 | Press Release, dated February 20, 2014. |
Exhibit 99.1
Pall Corp. Completes Acquisition of ATMI LifeSciences
PORT WASHINGTON, N.Y., February 20, 2014 -- Pall Corporation (NYSE:PLL), a global leader in filtration, separation and purification, today announced it has completed the acquisition of the LifeSciences business of ATMI, Inc. (NASDAQ-GS:ATMI).
The ATMI LifeSciences portfolio acquired by Pall encompasses custom-engineered, flexible packaging solutions, single-use storage systems, mixers and bioreactors for the pharmaceutical and biopharmaceutical industries. This includes well-known brands such as Integrity® single-use technologies and Newform™ ultra clean sterile packaging.
“The acquisition of ATMI LifeSciences broadens our upstream presence in bioprocessing and complements our established downstream capabilities,” said Larry Kingsley, Pall Chairman and CEO. “Combined with the recent acquisitions of single-use innovators Medistad Holding B.V. and SoloHill Engineering, Inc. and our already solid portfolio of biopharmaceutical solutions, the addition of the ATMI LifeSciences assets positions us well to capitalize on opportunities in the rapidly growing single-use market segment.”
For more information about Pall’s Life Sciences products and services, visit www.pall.com.
About Pall Corporation
Pall Corporation
(NYSE:PLL) is a
filtration, separation and purification leader providing solutions to meet the
critical fluid management needs of customers across the broad spectrum of life
sciences and industry. Pall works with customers to advance health, safety and
environmentally responsible technologies. The Company’s engineered products
enable process and product innovation and minimize emissions and waste. Pall
Corporation is an S&P 500 company serving customers worldwide. Follow us on
Twitter @PallCorporation or visit www.pall.com.
Forward-Looking
Statements
The matters discussed in this
press release contain “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are those
that address activities, events or developments that the Company or management
intends, expects, projects, believes or anticipates will or may occur in the
future. All statements regarding future performance, earnings projections,
earnings guidance, management’s expectations about its future cash needs,
dilution from the disposition or future allocation of capital and effective tax
rate, and other future events or developments are forward-looking statements.
Forward-looking statements are those that use terms such as “may,” “will,”
“expect,” “believe,” “intend,” “should,” “could,” “anticipate,” “estimate,”
“forecast,” “project,” “plan,” “predict,” “potential,” and similar expressions.
Forward-looking statements contained in this and other written and oral reports
are based on management’s assumptions and assessments in light of past
experience and trends, current conditions, expected future developments and
other relevant factors.
The Company’s forward-looking statements are subject to risks and uncertainties and are not guarantees of future performance, and actual results, developments and business decisions may differ materially from those envisaged by the Company’s forward-looking statements. Such risks and uncertainties include, but are not limited to, those discussed in Part I, Item 1A “Risk Factors” in the 2013 Form 10-K, and other reports the Company files with the Securities and Exchange Commission, including: the impact of disruptions in the supply of raw materials and key components from suppliers, including limited or single source suppliers; the impact of terrorist acts, conflicts and wars or natural disasters; the extent to which special U.S. and foreign government laws and regulations may expose the Company to liability or impair its ability to compete in international markets; the impact of economic, political, social and regulatory instability in emerging markets, and other risks characteristic of doing business in emerging markets; fluctuations in foreign currency exchange rates and interest rates; the impact of a significant disruption in, or breach in security of, the Company’s information technology systems, or the failure to implement, manage or integrate new systems, software or technologies successfully; the Company’s ability to successfully complete or integrate acquisitions; the Company’s ability to develop innovative and competitive new products; the impact of global and regional economic conditions and legislative, regulatory and political developments; the Company’s ability to comply with a broad array of regulatory requirements; the loss of one or more members of the Company’s senior management team and its ability to recruit and retain qualified management personnel; changes in the demand for the Company’s products and the maintenance of business relationships with key customers; changes in product mix and product pricing, particularly with respect to systems products and associated hardware and devices for the Company’s consumable filtration products; product defects and unanticipated use or inadequate disclosure with respect to the Company’s products; the Company’s ability to deliver its backlog on time; increases in manufacturing and operating costs and/or the Company’s ability to achieve the savings anticipated from its structural cost improvement initiatives; the impact of environmental, health and safety laws and regulations and violations; the Company’s ability to enforce patents or protect proprietary products and manufacturing techniques; costs and outcomes of pending or future litigation and the availability of insurance or indemnification rights; changes in the Company’s effective tax rate; the Company’s ability to compete effectively in domestic and global markets; and the effect of the restrictive covenants in the Company’s debt facilities. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company makes these statements as of the date of this disclosure and undertakes no obligation to update them, whether as a result of new information, future developments or otherwise.
Management uses certain non-GAAP measurements to assess the Company’s current and future financial performance. The non-GAAP measurements do not replace the presentation of the Company’s GAAP financial results. These measurements provide supplemental information to assist management in analyzing the Company’s financial position and results of operations. The Company has chosen to provide this information to facilitate meaningful comparisons of past, present and future operating results and as a means to emphasize the results of ongoing operations.
Contacts:
Investor
Relations
R. Brent
Jones
Pall Corporation
Vice President, Finance &
Treasurer
Telephone: 516-801-9871
Email: investor_relations@pall.com
Public Relations
Doug Novarro
Pall Corporation
Corporate Director Public
Relations
Telephone: 516-801-9944
Email: doug_novarro@pall.com
Follow us on Twitter @pallcorporation